Common use of Required Termination and Prepayment Clause in Contracts

Required Termination and Prepayment. If on any date Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of LIBOR Loans has become unlawful or impossible by reason of compliance by 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), then, and in any such event, Lender shall promptly give notice (by telephone confirmed in writing) to Borrower of that determination. The obligation of Lender to make or maintain its LIBOR Loans during any period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; and no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 is made or, earlier when required by law, all LIBOR Loans shall be converted to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate Loan.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful or impossible by reason of compliance by such 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Borrower and Agent of that determination. The Subject to prior withdrawal of a Notice of Borrowing or a Notice of Conversion/Continuation or prepayment of LIBOR Loans as contemplated by the subsection 2.11, the obligation of such Lender to make or maintain its LIBOR Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.10 is made or, earlier when required by law, all repay or prepay LIBOR Loans shall be converted together with all interest accrued thereon or convert LIBOR Loans to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful or impossible by reason of due to compliance by 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Borrower and Agent of that determination (which notice shall be accompanied by a statement setting forth in reasonable detail the basis of such determination). The Subject to prior withdrawal of a Notice of Borrowing or a Notice of Conversion/Continuation or prepayment of LIBOR Loans as contemplated by subsection 2.11, the obligation of Lender to make or maintain its LIBOR Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.10 is made or, earlier when required by law, all repay or prepay LIBOR Loans shall be converted together with all interest accrued thereon or convert LIBOR Loans to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful or impossible by reason of compliance by 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Borrower and Agent of that determination. The Subject to prior withdrawal of a Notice of Borrowing or a Notice of Conversion/Continuation or prepayment of LIBOR Loans as contemplated by subsection 2.12, the obligation of Lender to make or maintain its LIBOR Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.10 is made or, earlier when required by law, all repay or prepay LIBOR Loans shall be converted together with all interest accrued thereon or convert LIBOR Loans to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful or impossible by reason of compliance by such 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), then, and in any such event, such Lender shall promptly give notice (by telephone confirmed in writing) to Borrower and Collateral Agent of that determination. The Subject to prior withdrawal of a Borrowing Request or a Continuation/Conversion Notice or prepayment of LIBOR Loans as contemplated by subsection 2.11, the obligation of such Lender to make or maintain its LIBOR Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.10 is made or, earlier when required by law, all repay or prepay LIBOR Loans shall be converted together with all interest accrued thereon or convert LIBOR Loans to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful or impossible by reason of compliance by such 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Borrower Borrowing Agent and Agent of that determination. The Subject to prior withdrawal of a Notice of Borrowing or prepayment of LIBOR Loans as contemplated by Section 2.12, the obligation of such Lender to make or maintain its LIBOR Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and the Borrowers shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 Section 2.10 is made or, earlier (without any breakage fee) when required by lawLaw, all repay or prepay LIBOR Loans shall be converted together with all interest accrued thereon or convert LIBOR Loans to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender ----------------------------------- shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Rate Loans has become unlawful or impossible by reason of compliance by any 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Agent and Borrower of that determination. The Subject to prior withdrawal of a notice of borrowing or a Notice of Conversion/Continuation or prepayment of the LIBOR Rate Loans as contemplated by the following subsection 2.10(D), the obligation of Lender Lenders to make or maintain its any LIBOR Rate Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.10 (C) is made or, earlier earlier, when required by law, repay or prepay the LIBOR Rate Loans, together with all LIBOR Loans shall be converted to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate Loaninterest accrued thereon.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful or impossible by reason of compliance by such 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Borrower Borrowing Agent and Agent of that determination. The Subject to prior EXHIBIT 10.1 withdrawal of a Notice of Borrowing or prepayment of LIBOR Loans as contemplated by Section 2.12, the obligation of such Lender to make or maintain its LIBOR Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and the Borrowers shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 Section 2.10 is made or, earlier (without any breakage fee) when required by lawLaw, all repay or prepay LIBOR Loans shall be converted together with all interest accrued thereon or convert LIBOR Loans to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful or impossible by reason of compliance by such 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Borrower and Agent of that determination. The Subject to prior withdrawal of a Notice of Borrowing or prepayment of LIBOR Loans as contemplated by subsection 2.12, the obligation of such Lender to make or maintain its LIBOR Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.10 is made or, earlier when required by law, all repay or prepay LIBOR Loans shall be converted together with all interest accrued thereon or convert LIBOR Loans to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date Lender shall have reasonably determined determines (which determination shall will be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful or impossible by reason of compliance by such Lender in good faith with any law, governmental rule, regulation or order imposed by a Governmental Authority (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), then, and in any such event, that Lender shall will promptly give notice (by telephone confirmed in writing) to Borrower and Agent of that determination. The Subject to prior withdrawal of a Notice of Borrowing or prepayment of LIBOR Loans as contemplated by subsection 2.12, the obligation of such Lender to make or maintain its LIBOR Loans during any such period after such notice shall will be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrower will no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.10 is made or, earlier when required by law, all repay or prepay LIBOR Loans shall be converted together with all interest accrued thereon or convert LIBOR Loans to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful or impossible by reason of compliance by such 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Borrower and Agent of that determination. The Subject to prior withdrawal of a Notice of Borrowing or prepayment of LIBOR Loans as contemplated by SUBSECTION 2.13, the obligation of such Lender to make or maintain its LIBOR Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 SUBSECTION 2.11 is made or, earlier when required by law, all repay or prepay LIBOR Loans shall be converted together with all interest accrued thereon or convert LIBOR Loans to Base Index Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful or impossible by reason of compliance by such 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), then, and in any such event, that Lender shall promptly give written notice (or by telephone if confirmed in writingwriting within one (1) Business Day) to Borrower Borrowers and Collateral Agent of that determination. The Subject to prior withdrawal of a Notice of Borrowing or prepayment of LIBOR Loans, the obligation of such Lender to make or maintain its LIBOR Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrowers shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.10 is made or, earlier when required by law, all repay or prepay LIBOR Loans shall be converted together with all interest accrued thereon or convert LIBOR Loans to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful or impossible by reason of compliance by 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Borrower Representative and Agent of that determination. The Subject to prior withdrawal of a Notice of Borrowing or a Notice of Conversion/Continuation or prepayment of LIBOR Loans as contemplated by subsection 2.11, the obligation of Lender to make or maintain its LIBOR Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrowers shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.10 is made or, earlier when required by law, all repay or prepay LIBOR Loans shall be converted together with all interest accrued thereon or convert LIBOR Loans to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Rate Loans has become unlawful or impossible by reason of compliance by any 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Agent and Borrower of that determination. The Subject to prior withdrawal of a notice of borrowing or a Notice of Conversion/Continuation or prepayment of the LIBOR Rate Loans as contemplated by the following subsection 2.10(D), the obligation of Lender Lenders to make or maintain its any LIBOR Rate Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.10 (C) is made or, earlier earlier, when required by law, repay or prepay the LIBOR Rate Loans, together with all LIBOR Loans shall be converted to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate Loaninterest accrued thereon.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful or impossible by reason of compliance by such 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), then, and in any such event, that Lender shall promptly give written notice (or by telephone if confirmed in writingwriting within one (1) Business Day) to Borrower Borrowers and Agents of that determination. The Subject to prior withdrawal of a Notice of Borrowing or prepayment of LIBOR Loans, the obligation of such Lender to make or maintain its LIBOR Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrowers shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.10 is made or, earlier when required by law, all repay or prepay LIBOR Loans shall be converted together with all interest accrued thereon or convert LIBOR Loans to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful or impossible by reason of compliance by such 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Borrower Borrowing Agent and Agent of that determination. The Subject to prior withdrawal of a Notice of Borrowing or prepayment of LIBOR Loans as contemplated by subsection 2.12, the obligation of such Lender to make or maintain its LIBOR Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrowers shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.10 is made or, earlier when required by law, all repay or prepay LIBOR Loans shall be converted together with all interest accrued thereon or convert LIBOR Loans to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful or impossible by reason of compliance by such 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Borrower Borrowing Agent and Agent of that determination. The Subject to prior prepayment of LIBOR Loans as contemplated by subsection 2.12, the obligation of such Lender to make or maintain its LIBOR Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrowers shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.10 is made or, earlier when required by law, repay or prepay all LIBOR Loans shall be converted together with all interest accrued thereon or convert all LIBOR Loans to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of LIBOR Loans has become unlawful or impossible by reason of compliance by 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), then, and in any such event, Lender shall promptly give notice (by telephone confirmed in writing) to Borrower Representative of that determination. The obligation of Lender to make or maintain its LIBOR Loans during any period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrowers shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.10 is made or, earlier when required by law, all repay or prepay LIBOR Loans shall be converted together with all interest accrued thereon or convert LIBOR Loans to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Rate Loans has become unlawful or impossible by reason of compliance by 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Borrower Representative and Agent of that determination. The Subject to prior withdrawal of a Notice of Borrowing or a Notice of Conversion/Continuation or prepayment of the LIBOR Rate Loans as contemplated by the subsection 2.11, the obligation of Lender to make or maintain its LIBOR Rate Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrowers shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.10 is made or, earlier when required by law, repay or prepay the LIBOR Rate Loans together with all interest accrued thereon or convert the LIBOR Rate Loans shall be converted to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans or Canadian BA Rate Loans, as applicable, has become unlawful or impossible by reason of compliance by such 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Borrower Borrowing Agent and Agent of that determination. The Subject to prior withdrawal of a Notice of Borrowing or prepayment of LIBOR Loans or Canadian BA Rate Loans, as applicable, as contemplated by subsection 2.12, the obligation of such Lender to make or maintain its LIBOR Loans or Canadian BA Rate Loans, as applicable during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period or BA Period then in effect or when required by law; law and Borrowers shall no later than the termination of the Interest Period or BA Period in effect at the time any such determination pursuant to this subsection 2.7 2.10 is made or, earlier when required by law, all repay or prepay LIBOR Loans shall be converted or Canadian BA Rate Loans, as applicable, together with all interest accrued thereon or convert LIBOR Loans or Canadian BA Rate Loans, as applicable, to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender ----------------------------------- shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful or impossible by reason of compliance by such 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Borrower and Agent of that determination. The Subject to prior withdrawal of a Notice of Borrowing or prepayment of LIBOR Loans as contemplated by subsection 2.12, the obligation of such Lender to make --------------- or maintain its LIBOR Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 ---------- 2.10 is made or, earlier when ---- required by law, all repay or prepay LIBOR Loans shall be converted together with all interest accrued thereon or convert LIBOR Loans to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful or impossible by reason of compliance by 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Borrower and Agent of that determination explaining the basis of such determination. The Subject to prior withdrawal of a Notice of Borrowing or a Notice of Conversion/Continuation or prepayment of LIBOR Loans as contemplated by subsection 2.11, the obligation of Lender to make or maintain its LIBOR Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.10 is made or, earlier when required by law, all repay or prepay such Lender's LIBOR Loans shall be converted together with all interest accrued thereon or convert such LIBOR Loans to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful or impossible by reason of compliance by such 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Borrower Borrowers and Administrative Agent of that determination. The Subject to prior withdrawal of a Notice of Borrowing or a Notice of Borrowing with respect to such conversion/continuation or prepayment of LIBOR Loans as contemplated by subsection 2.10, the obligation of such Lender to make or maintain its LIBOR Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrowers shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.9 is made or, earlier when required by law, all repay or prepay LIBOR Loans shall be converted together with all interest accrued thereon or convert LIBOR Loans to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful or impossible by reason of compliance by such 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Borrower and Agent of that determination. The Subject to prior withdrawal of a Notice of Borrowing or prepayment of LIBOR Loans as contemplated by subsection 2.13, the obligation of such Lender to make or maintain its LIBOR Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.11 is made or, earlier when required by law, all repay or prepay LIBOR Loans shall be converted together with all interest accrued thereon or convert LIBOR Loans to Base Index Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Loans has become unlawful or impossible by reason of compliance by 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Borrower Representative and Administrative Agent of that determination. The Subject to prior withdrawal of a Notice of Borrowing or a Notice of Conversion/Continuation or prepayment of LIBOR Loans as contemplated by subsection 2.12, the obligation of Lender to make or maintain its LIBOR Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrowers shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.11 is made or, earlier when required by law, all repay or prepay LIBOR Loans shall be converted together with all interest accrued thereon or convert LIBOR Loans to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate LoanLoans.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of LIBOR its LIBO Rate Loans has become unlawful or impossible by reason of compliance by any 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Borrower Administrative Agent and Borrowers of that determination. The Subject to prior withdrawal of a Notice of Borrowing or a Notice of Conversion/Continuation or prepayment of the LIBO Rate Loans as contemplated by the following subsection 2.10(D), the obligation of Lender Lenders to make or maintain its LIBOR any LIBO Rate Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and each Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.10(C) is made or, earlier earlier, when required by law, repay or prepay the LIBO Rate Loans, together with all LIBOR Loans shall be converted to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Rate Loaninterest accrued thereon.

Required Termination and Prepayment. If on any date any Lender shall have reasonably determined (which determination shall be final and conclusive and binding upon all parties) that the making or continuation of its LIBOR Rate Loans has become unlawful or impossible by reason of compliance by 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), then, and in any such event, that Lender shall promptly give notice (by telephone confirmed in writing) to Borrower and Agent of that determination. The Subject to prior withdrawal of a Notice of Borrowing or a Notice of Conversion/Continuation or prepayment of the LIBOR Rate Loans as contemplated by subsection 2.11, the obligation of Lender to make or maintain its LIBOR Rate Loans during any such period after such notice shall be terminated at the earlier of the termination of the Interest Period then in effect or when required by law; law and Borrower shall no later than the termination of the Interest Period in effect at the time any such determination pursuant to this subsection 2.7 2.10 is made or, earlier earlier, when required by law, repay or prepay the LIBOR Rate Loans together with all interest accrued thereon or convert the LIBOR Rate Loans shall be converted to Base Rate Loans (subject to subsection 2.8 hereof). In the event that on any date on which LIBOR is to be determined with respect to an Interest Period: (i) the Lender determines that deposits in Dollars in the principal amount of the Portion of a Loan to which such Interest Period applies are not being offered to the Lender in the applicable interbank market for the applicable Interest Period or (ii) LIBOR does not accurately reflect the cost of the Lender of maintaining or funding the principal amount thereof, then the affected portion, shall, on receipt by the Borrower of notice from the Lender of such circumstances, convert to a Base Fixed Rate LoanLoans.