Common use of Required Termination and Prepayment Clause in Contracts

Required Termination and Prepayment. In the event that on any date any Bank shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its Eurocurrency Rate Loans in any currency (i) has become unlawful by, or would be inconsistent with, compliance by that Bank in good faith with any law, governmental rule, regulation or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), or (ii) has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the Eurocurrency market for such currency, then, and in any such event, that Bank shall be an Affected Bank and it shall promptly give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each Bank) of that determination. Subject to the prior withdrawal of a Notice of Syndicated Borrowing or prepayment of the Eurocurrency Rate Loans of the Affected Bank as contemplated by the following Section 2.12(d) hereof, the obligation of the Affected Bank to make Eurocurrency Rate Loans denominated in the affected currency during any such period shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law and the applicable Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this Section 2.12(c) is made or earlier, when required by law, repay Eurocurrency Rate Loans of the Affected Bank denominated in the affected currency together with all interest accrued thereon.

Required Termination and Prepayment. In the event that on any date any Bank Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its Eurocurrency Eurodollar Rate Loans in any currency (i) has become unlawful by, or would be inconsistent with, compliance by that Bank Lender in good faith with any law, governmental rule, regulation or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), or (ii) has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the Eurocurrency market for such currencyEurodollar market, then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each BankLender) of that determination. Subject to the prior withdrawal of a Notice of Syndicated Borrowing or prepayment of the Eurocurrency Eurodollar Rate Loans of the Affected Bank Lender as contemplated by the following Section 2.12(d2.09(d) hereof, the obligation of the Affected Bank Lender to make Eurocurrency Eurodollar Rate Loans denominated in the affected currency during any such period shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law and the applicable Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this Section 2.12(c2.09(c) is made or earlier, when required by law, repay Eurocurrency Eurodollar Rate Loans of the Affected Bank denominated in the affected currency Lender together with all interest accrued thereon.

Required Termination and Prepayment. In the event that If on any date any Bank Lender shall have reasonably determined (which determination shall shall, absent manifest or demonstrable error, be final and conclusive and binding upon all parties) that the making or continuation of its Eurocurrency Rate Loans, B/A Discount Rate Loans in any currency (i) or Loans to an Offshore Borrower has become unlawful by, or would be inconsistent with, by compliance by that Bank Lender in good faith with any law, governmental rule, regulation or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), or (ii) has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the Eurocurrency market for such currency, then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly give notice (by telephone and confirmed in writing) to the applicable Borrower and the Borrower, Administrative Agent (which notice the Administrative Agent shall promptly transmit to each BankLender) of that determination. Subject to the prior withdrawal of a Notice of Syndicated Borrowing or prepayment of the Eurocurrency Rate Loans of the Affected Bank as contemplated by the following Section 2.12(d) hereofsubsection 2.6D, the obligation of the Affected Bank Lender to make or maintain its Eurocurrency Rate Loans, B/A Discount Rate Loans denominated in or Loans to an Offshore Borrower, as the affected currency case may be, during any such period shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law and Xxxxx-Xxxxxxxx or the applicable relevant Offshore Borrower shall shall, no later than the termination of the Interest Period in effect at the time any such determination pursuant to this Section 2.12(c) subsection 2.6C is made made, or earlier, earlier when required by law, repay the Eurocurrency Rate Loans, B/A Discount Rate Loans or other applicable Loans, as the case may be, of the Affected Bank denominated in the affected currency Lender, together with all interest accrued thereon.

Required Termination and Prepayment. In the event that on any date any Bank Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its Eurocurrency Eurodollar Rate Loans in any currency (i) has become unlawful by, or would be inconsistent with, compliance by that Bank Lender in good faith with any law, governmental rule, regulation or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), or (ii) has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the Eurocurrency market for such currencyEurodollar market, then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each BankLender) of that determination. Subject to the prior withdrawal of a Notice of Syndicated Borrowing or prepayment of the Eurocurrency Eurodollar Rate Loans of the Affected Bank Lender as contemplated by the following Section 2.12(d‎Section 2.09(d) hereof, the obligation of the Affected Bank Lender to make Eurocurrency Eurodollar Rate Loans denominated in the affected currency during any such period shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law and the applicable Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this Section 2.12(c‎Section 2.09(c) is made or earlier, when required by law, repay Eurocurrency Eurodollar Rate Loans of the Affected Bank denominated in the affected currency Lender together with all interest accrued thereon.

Required Termination and Prepayment. In the event that on any date any Bank Lender shall have reasonably determined (which determination shall shall, absent manifest or demonstrable error, be final and conclusive and binding upon all parties) that the making or continuation of its Eurocurrency Eurodollar Rate Loans in any currency (i) or Offshore Loans has become unlawful by, or would be inconsistent with, by compliance by that Bank Lender or its UK Lending Office in good faith with any law, governmental rule, regulation or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), or (ii) has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the Eurocurrency market for such currency, then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly give notice (by telephone confirmed in writing) to the applicable Borrower and the Borrower, Administrative Agent (which notice the Administrative Agent shall promptly transmit to each BankLender) of that determination. Subject to the prior withdrawal of a Notice of Syndicated Borrowing or prepayment of the Eurocurrency Rate Loans of the Affected Bank as contemplated by the following Section 2.12(d) hereofsubsection 2.6D, the obligation of the Affected Bank Lender to make Eurocurrency or maintain its Eurodollar Rate Loans denominated in or Offshore Loans, as the affected currency case may be, during any such period shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law and Domestic Borrowers or the applicable relevant Offshore Borrower shall shall, no later than the termination of the Interest Period in effect at the time any such determination pursuant to this Section 2.12(c) subsection 2.6C is made made, or earlier, earlier when required by law, repay Eurocurrency the Eurodollar Rate Loans or Offshore Loans, as the case may be, of the Affected Bank denominated in the affected currency Lender, together with all interest accrued thereon.

Required Termination and Prepayment. In the event that on any date any Bank Lender shall have reasonably determined (which determination shall shall, absent manifest or demonstrable error, be final and conclusive and binding upon all parties) that the making or continuation of its Eurocurrency Euro Rate Loans in any currency (i) or Offshore Revolving Loans has become unlawful by, or would be inconsistent with, by compliance by that Bank Lender or its UK Lending Office in good faith with any law, governmental rule, regulation or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), or (ii) has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the Eurocurrency market for such currency, then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly give notice (by telephone and confirmed in writing) to the applicable Borrower and the Borrower, Administrative Agent (which notice the Administrative Agent shall promptly transmit to each BankLender) of that determination. Subject to the prior withdrawal of a Notice of Syndicated Borrowing or prepayment of the Eurocurrency Rate Loans of the Affected Bank as contemplated by the following Section 2.12(d) hereofsubsection 2.6D, the obligation of the Affected Bank Lender to make Eurocurrency or maintain its Euro Rate Loans denominated in or Offshore Revolving Loans, as the affected currency case may be, during any such period shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law and Domestic Borrowers or the applicable relevant Offshore Borrower shall shall, no later than the termination of the Interest Period in effect at the time any such determination pursuant to this Section 2.12(c) subsection 2.6C is made made, or earlier, earlier when required by law, repay Eurocurrency the Euro Rate Loans or Offshore Revolving Loans, as the case may be, of the Affected Bank denominated in the affected currency Lender, together with all interest accrued thereon.

Required Termination and Prepayment. In the event that If on any date any Bank Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its Eurocurrency Rate LIBOR Loans in any currency (i) has become unlawful by, or would be inconsistent with, compliance by that Bank in good faith with impossible under any law, governmental rule, regulation or order with which such Lender believes, in good faith, it must comply (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), or (ii) has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the Eurocurrency market for such currency, then, and in any such event, that Bank Lender shall be an "Affected Bank Lender" and it shall promptly give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each BankLender) of that determination. Subject to the prior withdrawal of a Notice of Syndicated Borrowing or a Notice of Conversion/Continuation or prepayment of the Eurocurrency Rate LIBOR Loans of the Affected Bank Lender as contemplated by the following Section 2.12(d) hereofsubsection 2.2(D)(4), the obligation of the Affected Bank Lender to make Eurocurrency Rate or maintain its LIBOR Loans denominated in the affected currency during any such period shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law and the applicable Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this Section 2.12(csubsection 2.2(D)(3) is made or or, earlier, when required by law, repay Eurocurrency Rate or prepay the LIBOR Loans of the Affected Bank denominated in the affected currency Lender, together with all interest accrued thereon.

Required Termination and Prepayment. In the event that If on any date any Bank shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its Eurocurrency Eurodollar Rate Loans in any currency (i) has become unlawful by, or would be inconsistent with, impossible by reason of compliance by that Bank in good faith with any law, governmental rule, regulation or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), or (ii) has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the Eurocurrency market for such currency, then, and in any such event, that Bank shall be an Affected Bank and it shall promptly give notice (by telephone promptly confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each other Bank) of that determination. Subject to the prior withdrawal of a Notice of Syndicated Revolver Borrowing or a Notice of Conversion/Continuation or prepayment of the Eurocurrency Eurodollar Rate Loans of the Affected Bank as contemplated by the following Section 2.12(d) hereof2.09(d), the obligation of the Affected Bank to make Eurocurrency or maintain its Eurodollar Rate Loans denominated in the affected currency during any such period shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law and the applicable Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this Section 2.12(c2.09(c) is made or or, earlier, when required by law, repay Eurocurrency or prepay the Eurodollar Rate Loans of the Affected Bank denominated in the affected currency Bank, together with all interest accrued thereon.

Required Termination and Prepayment. In the event that on any date any Bank Lender shall have reasonably determined (which determination shall shall, absent manifest or demonstrable error, be final and conclusive and binding upon all parties) that the making or continuation of its Eurocurrency Eurodollar Rate Loans (in any currency the case of a Lender having Term Loan Exposure or Revolving Loan Exposure) or Offshore Loans (iin the case of a Lender having Offshore Loan Exposure) has become unlawful by, or would be inconsistent with, by compliance by that Bank Lender in good faith with any law, governmental rule, regulation or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), or (ii) has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the Eurocurrency market for such currency, then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly give notice (by telephone confirmed in writing) to the applicable Borrower and the Borrower, Administrative Agent (which notice the Administrative Agent shall promptly transmit to each BankLender) and, in the case of any Affected Lender which is an Offshore Lender, to the relevant Offshore Administrative Agent, of that determination. Subject to the prior withdrawal of a Notice of Syndicated Borrowing or prepayment of the Eurocurrency Rate Loans of the Affected Bank as contemplated by the following Section 2.12(d) hereofsubsection 2.6D, the obligation of the Affected Bank Lender to make Eurocurrency or maintain its Eurodollar Rate Loans denominated in or Offshore Loans, as the affected currency case may be, during any such period shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law and Company or the applicable relevant Subsidiary Borrower shall shall, no later than the termination of the Interest Period in effect at the time any such determination pursuant to this Section 2.12(c) subsection 2.6C is made made, or earlier, earlier when required by law, repay Eurocurrency the Eurodollar Rate Loans or Offshore Loans, as the case may be, of the Affected Bank denominated in the affected currency Lender, together with all interest accrued thereon.

Required Termination and Prepayment. In the event that If on any date any Bank Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its Eurocurrency Eurodollar Rate Loans in any currency (i) has become unlawful by, or would be inconsistent with, impossible by compliance by that Bank Lender in good faith with any law, governmental rule, regulation or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), or (ii) has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the Eurocurrency market for such currency, then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each BankLender) of that determination. Subject to the prior withdrawal of a Notice of Syndicated Borrowing or a Notice of Conversion/Continuation or prepayment of the Eurocurrency Eurodollar Rate Loans of the Affected Bank Lender as contemplated by the following Section 2.12(d) hereofsubsection 2.7D, the obligation of the Affected Bank Lender to make Eurocurrency or maintain its Eurodollar Rate Loans denominated in the affected currency during any such period shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law and the applicable Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this Section 2.12(c) subsection 2.7C is made or or, earlier, when required by law, repay Eurocurrency or prepay the Eurodollar Rate Loans of the Affected Bank denominated in the affected currency Lender, together with all interest accrued thereon.

Required Termination and Prepayment. In the event that If on any date any Bank Lender shall have reasonably determined (which determination deter- mination shall be final and conclusive and binding upon all parties) that the making or continuation of its Eurocurrency Eurodollar Rate Loans in any currency (i) has become unlawful by, or would be inconsistent with, impossible by compliance by that Bank Lender in good faith with any law, governmental rule, regulation or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), or (ii) has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the Eurocurrency market for such currency, then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each BankLender) of that determination. Subject to the prior withdrawal with- drawal of a Notice of Syndicated Borrowing or a Notice of Conversion/ Continuation or prepayment of the Eurocurrency Eurodollar Rate Loans of the Affected Bank Lender as contemplated by the following Section 2.12(d) hereofsubsection 2.6D, the obligation of the Affected Bank Lender to make Eurocurrency or maintain its Eurodollar Rate Loans denominated in the affected currency during any such period shall be terminated suspended at the earlier of the termination of the Interest Period then in effect or when required by law and the applicable Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this Section 2.12(c) subsection 2.6C is made or or, earlier, when required by law, repay Eurocurrency or prepay the Eurodollar Rate Loans of the Affected Bank denominated in the affected currency Lender, together with all interest accrued thereon.

Required Termination and Prepayment. In the event that on any date any Bank Lender shall have reasonably determined (which determination shall shall, absent manifest or demonstrable error, be final and conclusive and binding upon all parties) that the making or continuation of its Eurocurrency Eurodollar Rate Loans in any currency (i) or Offshore Revolving Loans has become unlawful by, or would be inconsistent with, by compliance by that Bank Lender or its UK Lending Office in good faith with any law, governmental rule, regulation or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), or (ii) has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the Eurocurrency market for such currency, then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly give notice (by telephone confirmed in writing) to the applicable Borrower and the Borrower, Administrative Agent (which notice the Administrative Agent shall promptly transmit to each BankLender) of that determination. Subject to the prior withdrawal of a Notice of Syndicated Borrowing or prepayment of the Eurocurrency Rate Loans of the Affected Bank as contemplated by the following Section 2.12(d) hereofsubsection 2.6D, the obligation of the Affected Bank Lender to make Eurocurrency or maintain its Eurodollar Rate Loans denominated in or Offshore Revolving Loans, as the affected currency case may be, during any such period shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law and Domestic Borrowers or the applicable relevant Offshore Borrower shall shall, no later than the termination of the Interest Period in effect at the time any such determination pursuant to this Section 2.12(c) subsection 2.6C is made made, or earlier, earlier when required by law, repay Eurocurrency the Eurodollar Rate Loans or Offshore Revolving Loans, as the case may be, of the Affected Bank denominated in the affected currency Lender, together with all interest accrued thereon.

Required Termination and Prepayment. In the event that on any date any Bank shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its Eurocurrency Eurodollar Rate Loans in any currency (i) has become unlawful by, or would be inconsistent with, compliance by that Bank in good faith with any law, governmental rule, regulation or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), or (ii) has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the Eurocurrency Eurodollar market for such currency, then, and in any such event, that Bank shall be an Affected Bank and it shall promptly give notice (by telephone confirmed in writing) to the applicable Borrower Company and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each Bank) of that determination. Subject to the prior withdrawal of a Notice of Syndicated Borrowing or prepayment of the Eurocurrency Eurodollar Rate Loans of the Affected Bank as contemplated by the following Section 2.12(d2.10(d) hereof, the obligation of the Affected Bank to make Eurocurrency Eurodollar Rate Loans denominated in the affected currency during any such period shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law and the applicable Borrower Company shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this Section 2.12(c2.10(c) is made or earlier, when required by law, repay Eurocurrency Eurodollar Rate Loans of the Affected Bank denominated in the affected currency together with all interest accrued thereon.

Required Termination and Prepayment. In the event that on any date any Bank shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its Eurocurrency Rate Loans in any currency (i) has become unlawful by, or would be inconsistent with, compliance by that Bank in good faith with any law, governmental rule, regulation or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), or (ii) has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the Eurocurrency market for such currency, then, and in any such event, that Bank shall be an Affected Bank and it shall promptly give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each Bank) of that determination. Subject to the prior withdrawal of a Notice of Syndicated Borrowing or prepayment of the Eurocurrency Rate Loans of the Affected Bank as contemplated by the following Section 2.12(d) hereof, the obligation of the Affected Bank to make Eurocurrency Rate Loans denominated in the affected currency during any such period shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law and the applicable Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this Section 2.12(c) is made or earlier, when required by law, repay Eurocurrency Rate Loans of the Affected Bank denominated in the affected currency together with all interest accrued thereon.

Required Termination and Prepayment. In the event that on at any date time any Affected Bank shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of any of its Eurocurrency Rate Libor Loans in any currency (i) has become unlawful by, or would be inconsistent with, by compliance by that the Affected Bank in good faith with any law, governmental rule, regulation regulation, guideline or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), or (ii) has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the Eurocurrency market for such currency, then, and in any such event, that Bank shall be an Affected Bank and it shall promptly give notice (in writing or by telephone (confirmed in writing) to the applicable Agent and the Borrower of such determination; provided that before giving any such notice, each Bank agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions and so long as such efforts would not be disadvantageous to it, in its reasonable discretion, in any legal, economic or regulatory manner) to designate a different lending office if the making of such a designation would allow the Bank to continue to perform its obligations to make Libor Loans affected by such determination. Upon receiving such notification, the Borrower shall (subject to the other provisions of this Agreement) forthwith take one of the actions specified in Section 3.9(b) (to the extent required to cure such condition). If the Borrower has not exercised one of the options specified in Section 3.9(b) within the time periods therein prescribed, the Borrower shall be deemed to have exercised the option set forth in clause (iii) of Section 3.9(b) (requiring the making, continuance or conversion into Base Rate (US) Loans) and to have given the notice specified therein. If any such conversion of a Libor Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to the Affected Bank such amounts, if any, as may be required pursuant to Section 3.11. If circumstances subsequently change so that the Affected Bank shall determine that it is no longer so affected, such Bank will promptly notify the Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each Bank) Agent, and upon receipt of that determination. Subject to the prior withdrawal of a Notice of Syndicated Borrowing or prepayment of the Eurocurrency Rate Loans of the Affected Bank as contemplated by the following Section 2.12(d) hereofsuch notice, the obligation obligations of the Affected such Bank to make Eurocurrency Rate or continue such Libor Loans denominated in the affected currency during any or to convert Loans into such period Libor Loans shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law and the applicable Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this Section 2.12(c) is made or earlier, when required by law, repay Eurocurrency Rate Loans of the Affected Bank denominated in the affected currency together with all interest accrued thereonreinstated.

Required Termination and Prepayment. In the event that If on any date any Bank Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its Eurocurrency Eurodollar Rate Loans in any currency (i) has become unlawful by, or would be inconsistent with, impossible by reason of compliance by that Bank Lender in good faith with any law, governmental rule, regulation or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), or (ii) has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the Eurocurrency market for such currency, then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly give notice (by telephone promptly confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each Bankother Lender) of that determination. Subject to the prior withdrawal of a Notice of Syndicated Borrowing Conversion/Continuation or prepayment of the Eurocurrency Eurodollar Rate Loans of the Affected Bank Lender as contemplated by the following Section 2.12(d) hereof2.06(d), the obligation of the Affected Bank Lender to make Eurocurrency or maintain its Eurodollar Rate Loans denominated in the affected currency during any such period shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law and the applicable Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this Section 2.12(c2.06(c) is made or or, earlier, when required by law, repay Eurocurrency or prepay the Eurodollar Rate Loans of the Affected Bank denominated in the affected currency Lender, together with all interest accrued thereon.

Required Termination and Prepayment. In the event that on any date any Bank shall Lender shall, absent manifest error, have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation confirmation of its Eurocurrency Eurodollar Rate Revolving Loans in any currency (i) has become unlawful by, or would be inconsistent with, by compliance by that Bank Lender in good faith with any law, governmental rule, regulation or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), or (ii) has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the Eurocurrency market for such currency, then, and in any such event, that Bank Lender shall be an Affected Bank Lender and it shall promptly give notice (by telephone confirmed in writing) to the applicable Borrower and the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each BankLender) of that determination. Subject to the prior withdrawal of a Notice of Syndicated Borrowing or a Notice of Conversion/Continuation or prepayment of the Eurocurrency Eurodollar Rate Revolving Loans of the Affected Bank Lender as contemplated by the following Section 2.12(d) hereofsubsection 2.9D, the obligation of the Affected Bank Lender to make Eurocurrency or maintain its Eurodollar Rate Revolving Loans denominated in the affected currency during any such period shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law and the applicable Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this Section 2.12(c) subsection 2.9C is made or earlier, when required by law, repay Eurocurrency their respective Eurodollar Rate Revolving Loans of the Affected Bank denominated in the affected currency Lender, together with all interest accrued thereon.