Common use of European Monetary Union Clause in Contracts

European Monetary Union. (a) If, as a result of the EMU Commencement, (i) any Alternative Currency ceases to be lawful currency of the state issuing the same and is replaced by the Euro or (ii) any Alternative Currency and the Euro are at the same time both recognized by the central bank or comparable governmental authority of the state issuing such currency as lawful currency of such state, then any amount payable hereunder by any party hereto in such Alternative Currency (including, without limitation, any Loan to be made under this Agreement) shall instead be payable in the Euro and the amount so payable shall be determined by redenominating or converting such amount into the Euro at the exchange rate officially fixed by the European Central Bank for the purpose of implementing the EMU, provided, that to the extent any EMU Legislation provides that an amount denominated either in the Euro or in the applicable Alternative Currency can be paid either in Euros or in the applicable Alternative Currency, each party to this Agreement shall be entitled to pay or repay such amount in Euros or in the applicable Alternative Currency. Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any such Alternative Currency will, except as otherwise provided herein, continue to be payable only in that Alternative Currency. (b) The Company shall from time to time, at the request of the Bank, pay to the Bank the amount of any cost or increased cost incurred by, or of any reduction in any amount payable to or in the effective return on its capital to, or of interest or other return foregone by, the Bank or any holding company of the Bank as a result of the introduction of, changeover to or operation of the Euro in any applicable state to the extent attributable to the Bank's obligations hereunder or for the credit which is the subject matter hereof. (c) With respect to the payment of any amount denominated in the Euro or in any Alternative Currency, the Bank shall not be liable to the Company in any way whatsoever for any delay, or the consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid by the Bank if the Bank shall have taken all relevant steps to achieve, on the date required by this Agreement, the payment of such amount in immediately available, freely transferable, cleared funds (in the Euro Unit or, as the case may be, in any Alternative Currency) to the account with the bank in the principal financial center in the Euro Member which the Company or, as the case may be, the Bank shall have specified for such purpose. In this paragraph (c), "all relevant steps" means all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement system as the Bank may from time to time determine for the purpose of clearing or settling payments of the Euro.

European Monetary Union. (a) If, as a result of the EMU Commencement, (i) any Alternative Agreement Currency ceases to be lawful currency of the state issuing the same and is replaced by the Euro or (ii) any Alternative Agreement Currency and the Euro are at the same time both recognized by the central bank or comparable governmental authority of the state issuing such currency as lawful currency of such state, then any amount payable hereunder by any party hereto in such Alternative Agreement Currency (including, without limitation, any Loan to be made under this Agreement) shall instead be payable in the Euro and the amount so payable shall be determined by redenominating or converting such amount into the Euro at the exchange rate officially fixed by the European Central Bank for the purpose of implementing the EMU, provided, that to the extent any EMU Legislation provides that an amount denominated either in the Euro or in the applicable Alternative Agreement Currency can be paid either in Euros or in the applicable Alternative Agreement Currency, each party to this Agreement shall be entitled to pay or repay such amount in Euros or in the applicable Alternative Agreement Currency. Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any such Alternative Agreement Currency will, except as otherwise provided herein, continue to be payable only in that Alternative Agreement Currency. (b) The Company Each Borrower shall from time to time, at the request of the BankAgent, pay to the Agent for the account of each Bank the amount of any cost or increased cost incurred by, or of any reduction in any amount payable to or in the effective return on its capital to, or of interest or other return foregone by, the such Bank or any holding company of the such Bank as a result of the introduction of, changeover to or operation of the Euro in any applicable state to the extent attributable to the such Bank's obligations hereunder or for the credit which is the subject matter hereof. (c) With respect to the payment of any amount denominated in the Euro or in any Alternative Agreement Currency, the Bank Agent shall not be liable to the Company Borrowers or any of the Banks in any way whatsoever for any delay, or the consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid by the Bank Agent if the Bank Agent shall have taken all relevant steps to achieve, on the date required by this Agreement, the payment of such amount in immediately available, freely transferable, cleared funds (in the Euro Unit or, as the case may be, in any Alternative Agreement Currency) to the account with the bank in the principal financial center in the Euro Member which the Company any Borrower or, as the case may be, the any Bank shall have specified for such purpose. In this paragraph (c), "all relevant steps" means all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement system as the Bank Agent may from time to time determine for the purpose of clearing or settling payments of the Euro.

European Monetary Union. (a) If, as a result of the EMU Commencement, (i) any Alternative Currency ceases to be lawful currency of the state issuing the same and is replaced by the Euro Euros or (ii) any Alternative Currency and the Euro Euros are at the same time both recognized by the central bank or comparable governmental authority of the state issuing such currency as lawful currency of such state, then any amount payable hereunder by any party hereto in such Alternative Currency (including, without limitation, any Loan to be made under this Agreement) shall instead be payable in the Euro Euros and the amount so payable shall be determined by redenominating or converting such amount into the Euro Euros at the exchange rate officially fixed by the European Central Bank for the purpose of implementing the EMU, provided, that to the extent any EMU Legislation provides that an amount denominated either in the Euro Euros or in the applicable Alternative Currency can be paid either in Euros or in the applicable Alternative Currency, each party to this Agreement shall be entitled to pay or repay such amount in Euros or in the applicable Alternative Currency. Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any such Alternative Currency will, except as otherwise provided herein, continue to be payable only in that Alternative Currency. (b) The Company (acting on behalf of the Borrowers) shall from time to time, at the request of the BankAdministrative Agent, pay to the Administrative Agent for the account of each Bank the amount of any cost or increased cost incurred by, or of any reduction in any amount payable to or in the effective return on its capital to, or of interest or other return foregone by, the such Bank or any holding company of the such Bank as a result of the introduction of, changeover to or operation of the Euro Euros in any applicable state to the extent reasonably attributable to the such Bank's obligations hereunder or for the credit which is the subject matter hereof; provided, however, that (a) such Bank shall promptly notify the Company of an event which might cause it to seek compensation, and the Company shall be obligated to pay only such compensation which is incurred or which arises after the date ninety (90) days prior to the date such notice is given and (b) such Bank shall not be entitled to make such a claim for compensation if the Bank has not generally been making claims for compensation under similar circumstances from other borrowers similarly situated under loan agreements with provisions comparable to this Section entitling the Bank to make such a claim. In the event any circumstance arises by virtue of which a Bank is determined to be entitled to a refund for any amount or amounts which were paid or reimbursed by the Company to such Bank hereunder, such Bank shall refund such amount or amounts to the Company without interest. Each Bank that determines to seek compensation under this Section 12.26(b) shall notify the Company and the Administrative Agent of the circumstances that entitle the Bank to such compensation pursuant to this Section 12.26(b) and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise impractical or disadvantageous in any material respect to such Bank. A certificate of any Bank claiming compensation under this Section 12.26(b) and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. The protection of this Section 12.26(b) shall be available to each Bank regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by such Bank for compensation. (c) With respect to the payment of any amount denominated in the Euro Euros or in any Alternative Currency, the Bank Administrative Agent shall not be liable to the Company (acting on behalf of the Borrowers) or any of the Banks in any way whatsoever for any delay, or the consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid by the Bank Administrative Agent if the Bank Administrative Agent shall have taken all relevant steps to achieve, on the date required by this Agreement, the payment of such amount in immediately available, freely transferable, cleared funds (in the Euro Unit or, as the case may be, in any Alternative Currency) to the account with the bank in the principal financial center in the Euro Member which the Company (acting on behalf of the Borrowers) or, as the case may be, the any Bank shall have specified for such purpose. In this paragraph (c), "all relevant steps" means all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement system as the Bank Administrative Agent may from time to time determine for the purpose of clearing or settling payments of Euros. (d) If the Eurobasis of accrual of interest or fees expressed in this Agreement with respect to the currency of any state that becomes a Euro Member shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest or fees in respect of Euros, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Euro Member; provided, that if any Loan in the currency of such state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Loan, at the end of the then current Interest Period. (e) In addition, the Company (acting on behalf of the Borrowers) and the Administrative Agent shall enter into negotiations in good faith, if and to the extent necessary, to amend this Agreement (including, without limitation, the definition of Eurocurrency Loan) to reflect such EMU Commencement and change in currency and to put the Banks and the Borrowers in the same position, so far as possible, that they would have been in if such implementation and change in currency had not occurred. The parties hereto acknowledge and agree that if, within sixty (60) days of the commencement of such negotiations, the Company (acting on behalf of the Borrowers) and the Administrative Agent fail to reach agreement regarding any such amendments, then the provisions of Section 14.2 hereof shall be deemed operative and, until such an agreement is reached, the obligations of the Banks to make Eurocurrency Loans in Euros or any other Alternative Currency issued by a Euro Member shall be suspended. Except as provided in the foregoing provisions of this Section 12.26, no such implementation or change in currency nor any economic consequences resulting therefrom shall (i) give rise to any right to terminate prematurely, contest, cancel, rescind, alter, modify or renegotiate the provisions of this Agreement or (ii) discharge, excuse or otherwise affect the performance of any obligations of the Borrowers under this Agreement, any Notes or any other Loan Documents." (k) Section 16.1 of the Credit Agreement shall be amended in its entirety and as so amended shall be restated to read as follows:

European Monetary Union. (a) If, as a result of the EMU Commencement, (i) any Alternative Currency ceases to be lawful currency of the state issuing the same and is replaced by the Euro or (ii) any Alternative Currency and the Euro are at the same time both recognized by the central bank or comparable governmental authority of the state issuing such currency as lawful currency of such state, then any amount payable hereunder by any party hereto in such Alternative Currency (including, without limitation, any Loan to be made under this Agreement) shall instead be payable in the Euro and the amount so payable shall be determined by redenominating or converting such amount into the Euro at the exchange rate officially fixed by the European Central Bank for the purpose of implementing the EMU, provided, that to the extent any EMU Legislation provides that an amount denominated either in the Euro or in the applicable Alternative Currency can be paid either in Euros or in the applicable Alternative Currency, each party to this Agreement shall be entitled to pay or repay such amount in Euros or in the applicable Alternative Currency. Prior to the occurrence of the event or events described in clause (iclause<-1- 32>(i) or (ii) of the preceding sentence, each amount payable hereunder in any such Alternative Currency will, except as otherwise provided herein, continue to be payable only in that Alternative Currency. (b) The Company shall from time to time, at the request of the BankAgent, pay to the Bank Agent for the account of each Lender the amount of any cost or increased cost incurred by, or of any reduction in any amount payable to or in the effective return on its capital to, or of interest or other return foregone by, the Bank such Lender or any holding company of the Bank such Lender as a result of the introduction of, changeover to or operation of the Euro in any applicable state to the extent attributable to the Banksuch Lender's obligations hereunder or for the credit which is the subject matter hereof. (c) With respect to the payment of any amount denominated in the Euro or in any Alternative Currency, the Bank Agent shall not be liable to the Company or any of the Lenders in any way whatsoever for any delay, or the consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid by the Bank Agent if the Bank Agent shall have taken all relevant steps to achieve, on the date required by this Agreement, the payment of such amount in immediately available, freely transferable, cleared funds (in the Euro Unit or, as the case may be, in any Alternative Currency) to the account with the bank in the principal financial center in the Euro Member which the Company or, as the case may be, the Bank any Lender shall have specified for such purpose. In this paragraph (c), "all relevant steps" means all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement system as the Bank Agent may from time to time determine for the purpose of clearing or settling payments of the Euro.

European Monetary Union. (a) If, as a result of the EMU Commencement, (i) any Alternative Currency ceases to be lawful currency of the state issuing the same and is replaced by the Euro or (ii) any Alternative Currency and the Euro are at the same time both recognized by the central bank or comparable governmental authority of the state issuing such currency as lawful currency of such state, then any amount payable hereunder by under any party hereto Loan Documents in such Alternative Currency (including, without limitation, any Loan to be made under this Agreement) shall instead be payable in the Euro and the amount so payable shall be determined by redenominating or converting such amount into the Euro at the exchange rate officially fixed by the European Central Bank for the purpose of implementing the EMU, provided, that to the extent any EMU Legislation provides that an amount denominated either in the Euro or in the applicable Alternative Currency can be paid either in Euros or in the applicable Alternative Currency, each party to this Agreement shall be entitled to pay or repay such amount in Euros or in the applicable Alternative Currency. Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any such Alternative Currency will, except as otherwise provided herein, continue to be payable only in that Alternative Currency. (b) The Company Borrowers shall from time to time, at the request of the BankAgent, pay to the Bank Agent for the account of each Lender the amount of any cost or increased cost incurred by, or of any reduction in any amount payable to or in the effective return on its capital to, or of interest or other return foregone by, the Bank such Lender or any holding company of the Bank such Lender as a result of the introduction of, changeover to or operation of the Euro in any applicable state to the extent attributable to the Banksuch Lender's obligations hereunder or for the credit which is the subject matter hereof. (c) With respect to the payment of any amount denominated in the Euro or in any Alternative Currency, the Bank Agent shall not be liable to the Company Borrowers or any of the Lenders in any way whatsoever for any delay, or the consequences of any delay, in the crediting to any account of any amount required by this Agreement the Loan Documents to be paid by the Bank Agent if the Bank Agent shall have taken all relevant steps to achieve, on the date required by this Agreementthe Loan Documents, the payment of such amount in immediately available, freely transferable, cleared funds (in the Euro Unit or, as the case may be, in any Alternative Currency) to the account with the bank in the principal financial center in the Euro Member which the Company applicable Borrower or, as the case may be, the Bank any Lender shall have specified for such purpose. In this paragraph (c), "all relevant steps" means all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement system as the Bank Agent may from time to time determine for the purpose of clearing or settling payments of the Euro.

European Monetary Union. (a) If, as a result of the EMU Commencement, (i) any Alternative Currency ceases to be lawful currency of the state issuing the same and is replaced by the Euro Euros or (ii) any Alternative Currency and the Euro Euros are at the same time both recognized by the central bank or comparable governmental authority of the state issuing such currency as lawful currency of such state, then any amount payable hereunder by any party hereto in such Alternative Currency (including, without limitation, any Loan to be made under this Agreement) shall instead be payable in the Euro Euros and the amount so payable shall be determined by redenominating or converting such amount into the Euro Euros at the exchange rate officially fixed by the European Central Bank for the purpose of implementing the EMU, provided, that to the extent any EMU Legislation provides that an amount denominated either in the Euro Euros or in the applicable Alternative Currency can be paid either in Euros or in the applicable Alternative Currency, each party to this Agreement shall be entitled to pay or repay such amount in Euros or in the applicable Alternative Currency. Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any such Alternative Currency will, except as otherwise provided herein, continue to be payable only in that Alternative Currency. (b) The Company (acting on behalf of the Borrowers) shall from time to time, at the request of the BankAdministrative Agent, pay to the Administrative Agent for the account of each Bank the amount of any cost or increased cost incurred by, or of any reduction in any amount payable to or in the effective return on its capital to, or of interest or other return foregone by, the such Bank or any holding company of the such Bank as a result of the introduction of, changeover to or operation of the Euro Euros in any applicable state to the extent reasonably attributable to the such Bank's obligations hereunder or for the credit which is the subject matter hereof; provided, however, that (a) such Bank shall promptly notify the Company of an event which might cause it to seek compensation, and the Company shall be obligated to pay only such compensation which is incurred or which arises after the date ninety (90) days prior to the date such notice is given and (b) such Bank shall not be entitled to make such a claim for compensation if the Bank has not generally been making claims for compensation under similar circumstances from other borrowers similarly situated under loan agreements with provisions comparable to this Section entitling the Bank to make such a claim. In the event any circumstance arises by virtue of which a Bank is determined to be entitled to a refund for any amount or amounts which were paid or reimbursed by the Company to such Bank hereunder, such Bank shall refund such amount or amounts to the Company without interest. Each Bank that determines to seek compensation under this Section 12.29(b) shall notify the Company and the Administrative Agent of the circumstances that entitle the Bank to such compensation pursuant to this Section 12.29(b) and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise impractical or disadvantageous in any material respect to such Bank. A certificate of any Bank claiming compensation under this Section 12.29(b) and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. The protection of this Section 12.29(b) shall be available to each Bank regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by such Bank for compensation. (c) With respect to the payment of any amount denominated in the Euro Euros or in any Alternative Currency, the Bank Administrative Agent shall not be liable to the Company (acting on behalf of the Borrowers) or any of the Banks in any way whatsoever for any delay, or the consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid by the Bank Administrative Agent if the Bank Administrative Agent shall have taken all relevant steps to achieve, on the date required by this Agreement, the payment of such amount in immediately available, freely transferable, cleared funds (in the Euro Unit or, as the case may be, in any Alternative Currency) to the account with the bank in the principal financial center in the Euro Member which the Company (acting on behalf of the Borrowers) or, as the case may be, the any Bank shall have specified for such purpose. In this paragraph (c), "all relevant steps" means all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement system as the Bank Administrative Agent may from time to time determine for the purpose of clearing or settling payments of the EuroEuros.

European Monetary Union. (a) If, as a result of the EMU Commencement, (i) any Alternative Currency ceases to be lawful currency of the state issuing the same and is replaced by the Euro or (ii) any Alternative Currency and the Euro are at the same time both recognized by the central bank or comparable governmental authority of the state issuing such currency as lawful currency of such state, then any amount payable hereunder by any party hereto in such Alternative Currency (including, without limitation, any Revolving Loan to be made under this Agreement) shall instead be payable in the Euro and the amount so payable shall be determined by redenominating or converting such amount into the Euro at the exchange rate officially fixed by the European Central Bank for the purpose of implementing the EMU, provided, that to the extent any EMU Legislation provides that an amount denominated either in the Euro or in the applicable Alternative Currency can be paid either in Euros or in the applicable Alternative Currency, each party to this Agreement shall be entitled to pay or repay such amount in Euros or in the applicable Alternative Currency. Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any such Alternative Currency will, except as otherwise provided herein, continue to be payable only in that Alternative Currency. (b) The Company shall from time to time, at the request of the BankAgent, pay to the Bank Agent for the account of each Lender the amount of any cost or increased cost incurred by, or of any reduction in any amount payable to or in the effective return on its capital to, or of interest or other return foregone by, the Bank such Lender or any holding company of the Bank such Lender as a result of the introduction of, changeover to or operation of the Euro in any applicable state to the extent attributable to the Banksuch Lender's obligations hereunder or for the credit which is the subject matter hereof. (c) With respect to the payment of any amount denominated in the Euro or in any Alternative Currency, the Bank Agent shall not be liable to the Company or any of the Lenders in any way whatsoever for any delay, or the consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid by the Bank Agent if the Bank Agent shall have taken all relevant steps to achieve, on the date required by this Agreement, the payment of such amount in immediately available, freely transferable, cleared funds (in the Euro Unit or, as the case may be, in any Alternative Currency) to the account with the bank in the principal financial center in the Euro Member which the Company or, as the case may be, the Bank any Lender shall have specified for such purpose. In this paragraph (c), "all relevant steps" means all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement system as the Bank Agent may from time to time determine for the purpose of clearing or settling payments of the Euro.

European Monetary Union. (a) If, as a result of the EMU Commencement, (i) any Alternative Currency ceases to be lawful currency of the state issuing the same and is replaced by the Euro Euros or (ii) any Alternative Currency and the Euro Euros are at the same time both recognized by the central bank or comparable governmental authority of the state issuing such currency as lawful currency of such state, then any amount payable hereunder by any party hereto in such Alternative Currency (including, without limitation, any Loan to be made under this Agreement) shall instead be payable in the Euro Euros and the amount so payable shall be determined by redenominating or converting such amount into the Euro Euros at the exchange rate officially fixed by the European Central Bank for the purpose of implementing the EMU, provided, that to the extent any EMU Legislation provides that an amount denominated either in the Euro Euros or in the applicable Alternative Currency can be paid either in Euros or in the applicable Alternative Currency, each party to this Agreement shall be entitled to pay or repay such amount in Euros or in the applicable Alternative Currency. Prior to the occurrence of the event or events described in clause (i) or (ii) of the preceding sentence, each amount payable hereunder in any such Alternative Currency will, except as otherwise provided herein, continue to be payable only in that Alternative Currency. (b) The Company (acting on behalf of the Borrowers) shall from time to time, at the request of the BankAdministrative Agent, pay to the Administrative Agent for the account of each Bank the amount of any cost or increased cost incurred by, or of any reduction in any amount payable to or in the effective return on its capital to, or of interest or other return foregone by, the such Bank or any holding company of the such Bank as a result of the introduction of, changeover to or operation of the Euro Euros in any applicable state to the extent reasonably attributable to the such Bank's obligations hereunder or for the credit which is the subject matter hereof; provided, however, that (a) such Bank shall promptly notify the Company of an event which might cause it to seek compensation, and the Company shall be obligated to pay only such compensation which is incurred or which arises after the date ninety (90) days prior to the date such notice is given and (b) such Bank shall not be entitled to make such a claim for compensation if the Bank has not generally been making claims for compensation under similar circumstances from other borrowers similarly situated under loan agreements with provisions comparable to this Section entitling the Bank to make such a claim. In the event any circumstance arises by virtue of which a Bank is determined to be entitled to a refund for any amount or amounts which were paid or reimbursed by the Company to such Bank hereunder, such Bank shall refund such amount or amounts to the Company without interest. Each Bank that determines to seek compensation under this Section 12.28(b) shall notify the Company and the Administrative Agent of the circumstances that entitle the Bank to such compensation pursuant to this Section 12.28(b) and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise impractical or disadvantageous in any material respect to such Bank. A certificate of any Bank claiming compensation under this Section 12.28(b) and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. The protection of this Section 12.28(b) shall be available to each Bank regardless of any possible contention of the invalidity or inapplicability of any law, regulation or other condition which shall give rise to any demand by such Bank for compensation. (c) With respect to the payment of any amount denominated in the Euro Euros or in any Alternative Currency, the Bank Administrative Agent shall not be liable to the Company (acting on behalf of the Borrowers) or any of the Banks in any way whatsoever for any delay, or the consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid by the Bank Administrative Agent if the Bank Administrative Agent shall have taken all relevant steps to achieve, on the date required by this Agreement, the payment of such amount in immediately available, freely transferable, cleared funds (in the Euro Unit or, as the case may be, in any Alternative Currency) to the account with the bank in the principal financial center in the Euro Member which the Company (acting on behalf of the Borrowers) or, as the case may be, the any Bank shall have specified for such purpose. In this paragraph (c), "all relevant steps" means all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement system as the Bank Administrative Agent may from time to time determine for the purpose of clearing or settling payments of Euros. (d) If the Eurobasis of accrual of interest or fees expressed in this Agreement with respect to the currency of any state that becomes a Euro Member shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest or fees in respect of Euros, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Euro Member; provided, that if any Loan in the currency of such state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Loan, at the end of the then current Interest Period. (e) In addition, the Company (acting on behalf of the Borrowers) and the Administrative Agent shall enter into negotiations in good faith, if and to the extent necessary, to amend this Agreement (including, without limitation, the definition of Eurocurrency Loan) to reflect such EMU Commencement and change in currency and to put the Banks and the Borrowers in the same position, so far as possible, that they would have been in if such implementation and change in currency had not occurred. The parties hereto acknowledge and agree that if, within sixty (60) days of the commencement of such negotiations, the Company (acting on behalf of the Borrowers) and the Administrative Agent fail to reach agreement regarding any such amendments, then the provisions of Section 14.2 hereof shall be deemed operative and, until such an agreement is reached, the obligations of the Banks to make Eurocurrency Loans in Euros or any other Alternative Currency issued by a Euro Member shall be suspended. Except as provided in the foregoing provisions of this Section 12.28, no such implementation or change in currency nor any economic consequences resulting therefrom shall (i) give rise to any right to terminate prematurely, contest, cancel, rescind, alter, modify or renegotiate the provisions of this Agreement or (ii) discharge, excuse or otherwise affect the performance of any obligations of the Borrowers under this Agreement, any Notes or any other Loan Documents.