Common use of LIBOR Portion Interest Periods Clause in Contracts

LIBOR Portion Interest Periods. (i) The initial and each subsequent Interest Period selected by the Borrowers for a LIBOR Portion of the Term Loan shall be one (1), two (2), three (3), or six (6) months; provided, however, that (A) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless such next Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day; (B) 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 a calendar month; (C) no Interest Period shall end after a Term Loan Installment Date unless, after giving effect to such Interest Period, the aggregate principal amount of the Base Rate Portion and all LIBOR Portions having Interest Periods ending on or prior to such Term Loan Installment Date equals or exceeds the principal payment due on such Term Loan Installment Date; (D) no Interest Period shall end after the Term Loan Maturity Date; and (E) no LIBOR Portion of the Term Loan shall be continued for an additional Interest Period after the occurrence and during the continuance of an Event of Default. (ii) The Borrowers shall notify the Administrative Agent by an irrevocable written notice substantially (which may be delivered by facsimile) in the form of Exhibit F (a “Notice of Term Loan Interest Period Selection”), duly executed by a Responsible Officer of the Borrowing Agent and appropriately completed, not later than 9:00 a.m. at least three (3) Business Days prior to the last day of each Interest Period for a LIBOR Portion of the Term Loan of the Interest Period selected by the Borrowers for the next succeeding Interest Period for such Portion. Each Notice of Term Loan Interest Period Selection shall be given to the office or the facsimile number and during the hours specified in Section 8.01. If the Borrowers shall fail to notify the Administrative Agent of the next Interest Period for a LIBOR Portion of the Term Loan in accordance with this Section 2.02(e), such Portion shall automatically convert to a Base Rate Portion on the last day of the current Interest Period therefor.

LIBOR Portion Interest Periods. (i) The initial and each subsequent Interest Period selected by the Borrowers Borrower for all Portions of a LIBOR Portion of the Term Loan Borrowing or a Term Loan consisting of LIBOR Portions shall be one thirty (130), two ninety (2), three 90) or one hundred eighty (3), or six (6180) monthsas Borrower may specify; provided, however, that (A) any such Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless such next Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day; (B) any such 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 a calendar month; and (C) no Interest Period shall end after a Term Loan Installment Date unless, after giving effect to such Interest Period, the aggregate principal amount of the Base Rate Portion and all LIBOR Portions having Interest Periods ending on or prior to such Term Loan Installment Date equals or exceeds the principal payment due on such Term Loan Installment Date; (D) no Interest Period shall end after the Term Loan Maturity Date; and (E) no LIBOR Portion of the Term Loan shall be continued for an additional Interest Period after the occurrence and during the continuance of an Event of Default. (ii) The Borrowers Borrower shall notify the Administrative Agent by an irrevocable written notice substantially (which may be delivered by facsimile) in the form of Exhibit F F, appropriately completed (a “Notice of Term Loan Interest Period Selection”), duly executed by a Responsible Officer of the Borrowing Agent and appropriately completed, not later than 9:00 a.m. at least three (3) Business Days prior to the last day of each Interest Period for the Portions of a LIBOR Portion of the Term Loan Borrowing or a Term Loan consisting of LIBOR Portions of the Interest Period selected by the Borrowers Borrower for the next succeeding Interest Period for such PortionPortions. Each Notice of Term Loan Interest Period Selection shall be given by first class mail, facsimile or electronic mail to the office or office, the facsimile number or email address and during the hours specified in Section Paragraph 8.01; provided, however, that Borrower shall promptly deliver to Agent the original of any Notice of Term Loan Interest Period Selection initially delivered by facsimile or electronic mail. If the Borrowers shall fail Borrower fails to notify the Administrative Agent of the next Interest Period for a the LIBOR Portion of the Portions in any such Term Loan Borrowing or Term Loan in accordance with this Section 2.02(eSubparagraph 2.03(e), such Portion Portions shall automatically convert to a Base Rate Portion LIBOR Loans having an Interest Period of thirty (30) days on the last day of the current Interest Period therefor.

LIBOR Portion Interest Periods. (i) The initial and each subsequent Interest Period selected by the Borrowers NSE for a LIBOR Portion of the Term Loan U.S. Borrowing shall be one (1), two (2), three (3), ) or six (6) months; provided, however, that (A) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless such next Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day; (B) 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 a calendar month; (C) no Interest Period shall end after a Term Loan Installment Scheduled Payment Date unless, after giving effect to such Interest Period, the aggregate principal amount of the Base Rate Portion and all LIBOR Portions having Interest Periods ending on or prior to such Term Loan Installment Scheduled Payment Date equals or exceeds the principal payment due on such Term Loan Installment Scheduled Payment Date; and (D) no Interest Period shall end after the Term Loan Maturity Date; and (E) no LIBOR Portion of the Term Loan shall be continued for an additional Interest Period after the occurrence and during the continuance of an Event of Default. (ii) The Borrowers NSE shall notify the Administrative Agent by an irrevocable written notice substantially (which may be delivered by facsimile) in the form of Exhibit F C, appropriately completed (a “"Notice of Term Loan U.S. Borrowing Interest Period Selection”"), duly executed by a Responsible Officer of the Borrowing Agent and appropriately completed, not later than 9:00 a.m. at least three (3) Business Days prior to the last day of each Interest Period for a each LIBOR Portion of the Term Loan U.S. Borrowing of the Interest Period selected by the Borrowers NSE for the next succeeding Interest Period for such Portion. Each Notice of Term Loan U.S. Borrowing Interest Period Selection shall be given to Agent by first-class mail or facsimile to the office or the facsimile number and during the hours specified in Section Paragraph 8.01; provided, however, that NSE shall promptly deliver to Agent the original of any Notice of U.S. Borrowing Interest Period Selection initially delivered by facsimile. If the Borrowers shall fail NSE fails to notify the Administrative Agent of the next Interest Period for a any LIBOR Portion of the Term Loan U.S. Borrowing in accordance with this Section 2.02(eSubparagraph 2.01(e), such Portion shall automatically convert to a Base Rate Portion on the last day of the current Interest Period therefor.

LIBOR Portion Interest Periods. (i) The initial and each subsequent Interest Period selected by the Borrowers for a LIBOR Portion of the Term Loan Borrowing shall be one (1), two (2), three (3), ) or six (6) months; providedPROVIDED, howeverHOWEVER, that (A) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless such next Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day; (B) 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 a calendar monthcalendar; (C) no Interest Period shall end after a Term Loan Installment Date unless, after giving effect to such Interest Period, the aggregate principal amount of the Base Rate Portion and all LIBOR Portions having Interest Periods ending on or prior to such Term Loan Installment Date equals or exceeds the principal payment due on such Term Loan Installment Date; (D) no Interest Period shall end after the Term Loan Maturity Date; and (E) no LIBOR Portion of the Term Loan Borrowing shall be continued for an additional Interest Period after the occurrence and during the continuance of an Event of Default. (ii) The Borrowers shall notify the Administrative Agent by an irrevocable written notice substantially (which may be delivered by facsimile) in the form of Exhibit F EXHIBIT E, appropriately completed (a “Notice of Term Loan Interest Period Selection”"NOTICE OF TERM LOAN INTEREST PERIOD SELECTION"), duly executed by a Responsible Officer of the Borrowing Agent and appropriately completed, not later than 9:00 11:00 a.m. at least three (3) Business Days prior to the last day of each Interest Period for a LIBOR Portion of the Term Loan Borrowing of the Interest Period selected by the Borrowers for the next succeeding Interest Period for such Portion. Each Notice of Term Loan Interest Period Selection shall be given by first-class mail or facsimile to the office or the facsimile number and during the hours specified in Section SECTION 8.01. If ; PROVIDED, HOWEVER, that the Borrowers shall promptly deliver to the Administrative Agent the original of any Notice of Term Loan Interest Period Selection initially delivered by facsimile. If (A) the Borrowers fail to notify the Administrative Agent of the next Interest Period for a LIBOR Portion of the Term Loan Borrowing in accordance with this Section SECTION 2.02(e)) or (B) an Event of Default has occurred and is continuing on the last day of an Interest Period for any LIBOR Portion of the Term Loan Borrowing, such LIBOR Portion shall automatically convert to a Base Rate Portion on the last day of the current Interest Period therefor.

LIBOR Portion Interest Periods. (i) The initial and each subsequent Interest Period selected by the Borrowers Borrower for a LIBOR Portion of the Term Loan Borrowing shall be one (1), two (2), three (3), ) or six (6) monthsmonths (or with the consent of each Lender from time to time, any period of days seven (7) or greater but less than one (1) month); provided, however, that (A) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless such next Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day; (B) any Interest Period (other than an Interest Period which is less than one (1) month) 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 a calendar month; (C) no Interest Period shall end after a Term Loan Installment Date unless, after giving effect to such Interest Period, the aggregate principal amount of the all Base Rate Portion Portions and all LIBOR Portions having Interest Periods ending on or prior to such Term Loan Installment Date equals or exceeds the principal payment due on such Term Loan Installment Date; and (D) no Interest Period shall end after the Term Loan Maturity Date; and (E) no LIBOR Portion of the Term Loan shall be continued for an additional Interest Period after the occurrence and during the continuance of an Event of Default. (ii) The Borrowers Borrower shall notify the Administrative Agent by an irrevocable written notice substantially (which may be delivered by facsimile) in the form of Exhibit F C-2, appropriately completed (a “"Notice of Term Loan Interest Period Selection”"), duly executed by a Responsible Officer of the Borrowing Agent and appropriately completed, not later than 9:00 a.m. at least three (3) Business Days prior to the last day of each Interest Period for a LIBOR Portion of the Term Loan Borrowing of the Interest Period selected by the Borrowers Borrower for the next succeeding Interest Period for such Portion. Each Notice of Term Loan Interest Period Selection shall be given by first-class mail or facsimile to the office or the facsimile number and during the hours specified in Section Paragraph 8.01; provided, however, that Borrower shall promptly deliver to Agent the original of any Notice of Term Loan Interest Period Selection initially delivered by facsimile. If the Borrowers shall fail Borrower fails to notify the Administrative Agent of the next Interest Period for a LIBOR Portion of the Term Loan Borrowing in accordance with this Section 2.02(eSubparagraph 2.03(e), such Portion shall automatically convert to a Base Rate Portion on the last day of the current Interest Period therefor.

LIBOR Portion Interest Periods. (i) The initial and each subsequent Interest Period selected by the Borrowers for a LIBOR Portion of the Term Loan Borrowing shall be one (1), two (2), three (3), ) or six (6) months; provided, however, that (A) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless such next Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day; (B) 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 a calendar monthcalendar; (C) no Interest Period shall end after a Term Loan Installment Date unless, after giving effect to such Interest Period, the aggregate principal amount of the Base Rate Portion and all LIBOR Portions having Interest Periods ending on or prior to such Term Loan Installment Date equals or exceeds the principal payment due on such Term Loan Installment Date; (D) no Interest Period shall end after the Term Loan Maturity Date; and (E) no LIBOR Portion of the Term Loan Borrowing shall be continued for an additional Interest Period after the occurrence and during the continuance of an Event of Default. (ii) The Borrowers shall notify the Administrative Agent by an irrevocable written notice substantially (which may be delivered by facsimile) in the form of Exhibit F E, appropriately completed (a “Notice of Term Loan Interest Period Selection”), duly executed by a Responsible Officer of the Borrowing Agent and appropriately completed, not later than 9:00 11:00 a.m. at least three (3) Business Days prior to the last day of each Interest Period for a LIBOR Portion of the Term Loan Borrowing of the Interest Period selected by the Borrowers for the next succeeding Interest Period for such Portion. Each Notice of Term Loan Interest Period Selection shall be given by first-class mail or facsimile to the office or the facsimile number and during the hours specified in Section 8.01. If (A) the Borrowers shall fail to notify the Administrative Agent of the next Interest Period for a LIBOR Portion of the Term Loan Borrowing in accordance with this Section 2.02(e)) or (B) an Event of Default has occurred and is continuing on the last day of an Interest Period for any LIBOR Portion of the Term Loan Borrowing, such LIBOR Portion shall automatically convert to a Base Rate Portion on the last day of the current Interest Period therefor.

LIBOR Portion Interest Periods. (i) The initial and each subsequent Interest Period selected by the Borrowers Borrower for all Portions of a LIBOR Portion of the Term Loan Borrowing or a Term Loan consisting of LIBOR Portions shall be one thirty (130), two ninety (2), three 90) or one hundred eighty (3), or six (6180) monthsdays as Borrower may specify; provided, however, that (A) any such Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless such next Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day; (B) any such 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 a calendar month; and (C) no Interest Period shall end after a Term Loan Installment Date unless, after giving effect to such Interest Period, the aggregate principal amount of the Base Rate Portion and all LIBOR Portions having Interest Periods ending on or prior to such Term Loan Installment Date equals or exceeds the principal payment due on such Term Loan Installment Date; (D) no Interest Period shall end after the Term Loan Maturity Date; and (E) no LIBOR Portion of the Term Loan shall be continued for an additional Interest Period after the occurrence and during the continuance of an Event of Default. (ii) The Borrowers Borrower shall notify the Administrative Agent by an irrevocable written notice substantially (which may be delivered by facsimile) in the form of Exhibit F F, appropriately completed by an Authorized Representative (a “Notice of Term Loan Interest Period Selection”), duly executed by a Responsible Officer of the Borrowing Agent and appropriately completed, not later than 9:00 a.m. at least three (3) Business Days prior to the last day of each Interest Period for the Portions of a LIBOR Portion of the Term Loan Borrowing or a Term Loan consisting of LIBOR Portions of the Interest Period selected by the Borrowers Borrower for the next succeeding Interest Period for such PortionPortions. Each Notice of Term Loan Interest Period Selection shall be given by first-class mail or facsimile to Agent at the office or to the facsimile number and during the hours specified in Section Paragraph 8.01; provided, however, that Borrower shall promptly deliver to Agent the original of any Notice of Term Loan Interest Period Selection initially delivered by facsimile. If the Borrowers shall fail Borrower fails to notify the Administrative Agent of the next Interest Period for a the LIBOR Portion of the Portions in any such Term Loan Borrowing or Term Loan in accordance with this Section 2.02(eclause (ii) of Subparagraph 2.03(f), such Portion Portions shall automatically convert to a Base Rate Portion LIBOR Loans having an Interest Period of thirty (30) days on the last day of the current Interest Period therefor.

LIBOR Portion Interest Periods. (i) The initial and each subsequent Interest Period selected by the Borrowers Borrower for a LIBOR Portion of the applicable Term Loan shall be one (1), two (2), three (3), ) or six (6) months; provided, however, that (A) any Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless such next Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day; (B) 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 a calendar month; (C) no Interest Period as to a LIBOR Portion of any Term Loan A Loan shall end after a Term Loan Installment Date unlessDate, if after giving effect to such Interest Period, the aggregate principal amount of the Base Rate Portion and all LIBOR Portions having Interest Periods ending payments to be made on or prior to such Term Loan Installment Date equals or exceeds the principal payment due on such any LIBOR Portion of any Term Loan Installment DateA Loan would be required to be prepaid before the end of such Interest Period; (D) no Interest Period as to a LIBOR Portion of any Term Loan B Loan shall end after a Term Loan Installment Date, if after giving effect to the payments to be made on such Term Loan Installment Date any LIBOR Portion of any Term Loan B Loan would be required to be prepaid before the end of such Interest Period, (E) no Interest Period as to a LIBOR Portion of any Term Loan A Loan shall end after the Term Loan A Maturity Date; (F) no Interest Period as to a LIBOR Portion of any Term Loan B Loan shall end after the Term Loan B Maturity Date; and (EG) no LIBOR Portion of the applicable Term Loan shall be continued for an additional Interest Period after the occurrence and during the continuance of an Event of Default. (ii) The Borrowers Borrower shall notify the Administrative Agent by an irrevocable written notice substantially (which may be delivered by facsimile) in the form of Exhibit F F-1 (in the case of a Term Loan A Loan) or Exhibit F-2 (in the case of a Term Loan B Loan), duly executed by a Responsible Officer of the Borrower and appropriately completed (each a “Notice of Term Loan Interest Period Selection”), duly executed by a Responsible Officer of the Borrowing Agent and appropriately completed, not later than 9:00 10:00 a.m. at least three (3) Business Days prior to the last day of each Interest Period for a LIBOR Portion of the applicable Term Loan of the Interest Period selected by the Borrowers Borrower for the next succeeding Interest Period for such Portion. Each Notice of Term Loan Interest Period Selection shall be given by first-class mail or facsimile to the office or the facsimile number and during the hours specified referred to in Section 8.01; provided, however, that the Borrower shall promptly deliver to the Administrative Agent the original of any Notice of Term Loan Interest Period Selection initially delivered by facsimile. The Administrative Agent shall promptly notify each Term Loan A Lender or Term Loan B Lender, as applicable, of the contents of each Notice of Term Loan Interest Period Selection. If the Borrowers shall fail Borrower fails to notify the Administrative Agent of the next Interest Period for a LIBOR Portion of the applicable Term Loan in accordance with this Section 2.02(e), such Portion shall automatically convert to a Base Rate Portion on the last day of the current Interest Period therefor.