of any Person shall include the Indebtedness of
any partnership or joint venture in which such Person is a general partner or a
joint venturer, except to the extent that the terms of such Indebtedness provide
that such Person is not liable therefor.
"Indemnified Taxes" shall mean Taxes other than Excluded Taxes.
"Information Memorandum" shall mean the Confidential Information Memorandum
dated November 2006 (as amended) relating to the Borrower and the transactions
contemplated by this Agreement and the other Loan Documents.
"Interest Coverage Ratio" shall mean, as of any date, the ratio of (i) Adjusted
Cash Flow for the four consecutive Fiscal Quarters ending on or immediately
prior to such date to (ii) Consolidated Interest Expense for the four
consecutive Fiscal Quarters ending on or immediately prior to such date.
"Interest Period" shall mean with respect to (i) any Swingline Borrowing, such
period as the Swingline Lender and the Borrower shall mutually agree and (ii)
any Eurodollar Borrowing, a period of one, two, three, six and, subject to
clause (iii) of this definition, nine or twelve months; provided, that:
(I)
THE INITIAL INTEREST PERIOD FOR SUCH BORROWING SHALL COMMENCE ON
THE DATE OF SUCH BORROWING (INCLUDING THE DATE OF ANY CONVERSION FROM A
BORROWING OF ANOTHER TYPE), AND EACH INTEREST PERIOD OCCURRING THEREAFTER IN
RESPECT OF SUCH BORROWING SHALL COMMENCE ON THE DAY ON WHICH THE NEXT PRECEDING
INTEREST PERIOD EXPIRES;
(II)
IF ANY INTEREST PERIOD WOULD OTHERWISE END ON A DAY OTHER THAN A
BUSINESS DAY, SUCH INTEREST PE­RIOD SHALL BE EXTENDED TO THE NEXT SUCCEEDING
BUSINESS DAY, UNLESS SUCH BUSINESS DAY FALLS IN ANOTHER CALENDAR MONTH, IN WHICH
CASE SUCH INTEREST PERIOD WOULD END ON THE NEXT PRECEDING BUSINESS DAY;
(III)
THE BORROWER SHALL NOT BE ENTITLED TO SELECT AN INTEREST PERIOD
HAVING DURATION OF NINE OR TWELVE MONTHS UNLESS, BY 2:00 P.M. (NEW YORK CITY
TIME) ON THE THIRD BUSINESS DAY PRIOR TO THE FIRST DAY OF SUCH INTEREST PERIOD,
EACH LENDER NOTIFIES THE ADMINISTRATIVE AGENT THAT SUCH LENDER WILL BE PROVIDING
FUNDING FOR SUCH BORROWING WITH SUCH INTEREST PERIOD (THE FAILURE OF ANY LENDER
TO SO RESPOND BY SUCH TIME BEING DEEMED FOR ALL PURPOSES OF THIS AGREEMENT AS AN
OBJECTION BY SUCH LENDER TO THE
11
REQUESTED DURATION OF SUCH INTEREST PERIOD); PROVIDED THAT, IF ANY OR ALL OF THE
LENDERS OBJECT TO THE REQUESTED DURATION OF SUCH INTEREST PERIOD, THE DURATION
OF THE INTEREST PERIOD FOR SUCH BORROWING SHALL BE ONE, TWO, THREE OR SIX
MONTHS, AS SPECIFIED BY THE BORROWER REQUESTING SUCH BORROWING IN THE APPLICABLE
NOTICE OF BORROWING AS THE DESIRED ALTERNATIVE TO AN INTEREST PERIOD OF NINE OR
TWELVE MONTHS;
(IV)
ANY INTEREST PERIOD WHICH BEGINS ON THE LAST BUSINESS DAY OF A
CALENDAR MONTH OR ON A DAY FOR WHICH THERE IS NO NU­MERICALLY CORRESPONDING DAY
IN THE CALENDAR MONTH AT THE END OF SUCH INTEREST PERIOD SHALL END ON THE LAST
BUSINESS DAY OF SUCH CALENDAR MONTH;
(V)
NO INTEREST PERIOD MAY EXTEND BEYOND THE REVOLVING COMMITMENT
TERMINATION