Common use of Required Termination and Prepayment Clause in Contracts

Required Termination and Prepayment. (a) In the event that at any time any Affected 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 Loans has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order, the Affected Lender shall on such date give notice in writing or by telephone (confirmed in writing) to Agent and Borrower of such determination. The obligation of the Affected Lender to make or maintain its Eurocurrency Loan or Loans so affected shall be terminated and Borrower shall forthwith and in any event no later than the earliest of (x) the termination of the Eurocurrency Interest Period in effect at the time any such determination pursuant to this Section 3.7(a) is made, (y) the first day of the Eurocurrency Interest Period commencing immediately thereafter if such determination is made in respect of a requested Eurocurrency Loan, or (z) five Business Days after receipt of notice from an Affected Lender under this Section 3.7(a), take one of the actions specified in Section 3.7(b). If by the earliest of (x), (y) or (z) Borrower has not exercised one of the options specified in Section 3.7(b), Borrower shall be deemed to have exercised the option set forth in clause (iii) of Section 3.7(b) and to have given the notice specified therein. (b) Upon receiving any notification provided in Section 3.7(a), Borrower may (subject to Section 3.8) exercise one of the following options: (i) If the determination by an Affected Bank relates only to Eurocurrency Loans then being requested by Borrower pursuant to a Notice of Borrowing or to Base Rate Loans then being requested by Borrower to be converted to Eurocurrency Loans pursuant to a Notice of Conversion, Borrower may by giving notice in writing to Agent and Lenders prior to the date on which such Eurocurrency Loan is to be made or converted, withdraw such Notice of Borrowing or Notice of Conversion for all Lenders; (ii) Upon written notice to Lenders, Borrower may terminate the obligations of Lenders to make or maintain Loans as, or convert Loans into, Eurocurrency Loans and in such event, Borrower, shall not later than the time specified in subsection 3.7(a), convert all Eurocurrency Loans into Base Rate Loans by giving notice thereof to Agent and Lenders. (iii) Borrower may, by giving notice in writing to the Affected Lender, Agent and the other Lenders require the Affected Lender to make the Eurocurrency Loan then being requested as a Base Rate Loan (or to keep outstanding as a Base Rate Loan the Base Rate Loan then being converted), such notice to pertain only to the affected Eurocurrency Loans of the Affected Lender and to have no effect on the obligations of the other Lenders to make or maintain Eurocurrency Loans.

Required Termination and Prepayment. (a) In the event that at any time any Affected 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 Loans has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order, the Affected Lender shall on such date give notice in writing or by telephone (confirmed in writing) to Agent and Borrower Borrowers of such determination. The obligation of the Affected Lender to make or maintain its Eurocurrency Loan or Loans so affected shall be terminated and Borrower Borrowers shall forthwith and in any event no later than the earliest of (x) the termination of the Eurocurrency Interest Period in effect at the time any such determination pursuant to this Section 3.7(a) is made, made or (y) the first day of the Eurocurrency Interest Period commencing immediately thereafter if such determination is made in respect of a requested Eurocurrency Loan, or five (z5) five Business Days after receipt of notice from an Affected Lender under this Section 3.7(a), take one of the actions specified in Section 3.7(b). If by the earliest of (x), ) or (y) or (z) Borrower has Borrowers have not exercised one of the options specified in Section 3.7(b), Borrower Borrowers shall be deemed to have exercised the option set forth in clause (iii) of Section 3.7(b) and to have given the notice specified therein. (b) Upon receiving any notification provided in Section 3.7(a), Borrower Borrowers may (subject to Section 3.8) exercise one of the following options: (i) If the determination by an Affected Bank relates only to Eurocurrency Loans then being requested by Borrower pursuant to a Notice of Borrowing or to Base Rate Loans then being requested by Borrower Borrowers to be converted to Eurocurrency Loans pursuant to a Notice of Conversion, Borrower may Borrowers may, by giving notice in writing to Agent and Lenders prior to the date on which such Eurocurrency Loan is to be made or converted, withdraw such Notice of Borrowing or Notice of Conversion for all Lenders; (ii) Upon written notice to Lenders, Borrower Borrowers may terminate the obligations of Lenders to make or maintain Loans as, or convert Loans into, Eurocurrency Loans and in such event, BorrowerBorrowers shall, shall not later than the time specified in subsection 3.7(a), convert all Eurocurrency Loans into Base Rate Loans by giving notice thereof to Agent and Lenders. (iii) Borrower Borrowers may, by giving notice in writing to the Affected Lender, Agent and the other Lenders require the Affected Lender to make the Eurocurrency Loan then being requested as a Base Rate Loan (or to keep outstanding as a Base Rate Loan the Base Rate Loan which then being have been converted), such notice to pertain only to the affected Eurocurrency Base Rate Loans of the Affected Lender and to have no effect on the obligations of the other Lenders to make or maintain Eurocurrency Loans.

Required Termination and Prepayment. (a) In the event that at any time any Affected Lender the 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 LIBOR Loans has become unlawful by compliance by such Lender the Bank in good faith with any law, governmental rule, regulation, guideline or orderorder (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), the Affected Lender Bank shall on such date promptly give notice in writing or by telephone (confirmed in writing) to Agent and Borrower the Borrowers of such determination. The obligation ; provided that before giving any such notice, the 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 Affected Lender Bank to continue to perform its obligations to make or maintain its Eurocurrency Loan or LIBOR Loans so affected by such determination. Upon receiving such notification, the Borrowers shall be terminated and Borrower shall (subject to the other provisions of this Agreement) forthwith and in any event no later than the earliest of (x) the termination of the Eurocurrency Interest Period in effect at the time any such determination pursuant to this Section 3.7(a) is made, (y) the first day of the Eurocurrency Interest Period commencing immediately thereafter if such determination is made in respect of a requested Eurocurrency Loan, or (z) five Business Days after receipt of notice from an Affected Lender under this Section 3.7(a), take one of the actions specified in Section 3.7(b3.9(b) (to the extent required to cure such condition). If by the earliest of (x), (y) or (z) Borrower has Borrowers have not exercised one of the options specified in Section 3.7(b)3.9(b) within the time periods therein prescribed, Borrower the Borrowers shall be deemed to have exercised the option set forth in clause (iii) of Section 3.7(b3.9(b) (requiring the making, continuance or conversion into Base Rate Loans) and to have given the notice specified therein. (b) Upon receiving . If any notification provided in Section 3.7(a)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, Borrower the Borrowers shall pay to the Bank such amounts, if any, as may (subject be required pursuant to Section 3.8) exercise one 3.11. If circumstances subsequently change so that the Bank shall determine that it is no longer so affected, the Bank will promptly notify the Borrowers, and upon receipt of the following options: (i) If the determination by an Affected Bank relates only to Eurocurrency Loans then being requested by Borrower pursuant to a Notice of Borrowing or to Base Rate Loans then being requested by Borrower to be converted to Eurocurrency Loans pursuant to a Notice of Conversionsuch notice, Borrower may by giving notice in writing to Agent and Lenders prior to the date on which such Eurocurrency Loan is to be made or converted, withdraw such Notice of Borrowing or Notice of Conversion for all Lenders; (ii) Upon written notice to Lenders, Borrower may terminate the obligations of Lenders to make or maintain Loans as, or convert Loans into, Eurocurrency Loans and in such event, Borrower, shall not later than the time specified in subsection 3.7(a), convert all Eurocurrency Loans into Base Rate Loans by giving notice thereof to Agent and Lenders. (iii) Borrower may, by giving notice in writing to the Affected Lender, Agent and the other Lenders require the Affected Lender to make the Eurocurrency Loan then being requested as a Base Rate Loan (or to keep outstanding as a Base Rate Loan the Base Rate Loan then being converted), such notice to pertain only to the affected Eurocurrency Loans of the Affected Lender and to have no effect on the obligations of the other Lenders Bank to make or maintain Eurocurrency Loanscontinue such LIBOR Loans or to convert Loans into such LIBOR Loans shall be reinstated.

Required Termination and Prepayment. (a) In the event that at If on any time date any Affected 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 Loans based on LIBOR (or the Base Rate) has become unlawful or impossible by compliance by such Lender in good faith with any law, governmental rule, regulationregulation or order (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), guideline or orderthen, the Affected and in any such event, that Lender shall on such date promptly give written notice in writing (or by telephone (if confirmed in writingwriting within one (1) Business Day) to Borrowers and Collateral Agent and Borrower of that determination. Subject to prior withdrawal of a Notice of Borrowing or prepayment of LIBOR Loans , the obligation of such determination. The obligation of the Affected Lender to make or maintain its Eurocurrency Loan or LIBOR Loans so affected 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 Borrower Borrowers shall forthwith and in any event no later than the earliest of (x) the termination of the Eurocurrency Interest Period in effect at the time any such determination pursuant to this Section 3.7(a) is made, (y) the first day of the Eurocurrency Interest Period commencing immediately thereafter if such determination subsection 2.10 is made in respect or, earlier when required by law, repay or prepay LIBOR Loans together with all interest accrued thereon or convert LIBOR Loans to a per annum rate equal to the Prime Rate plus the Prime Rate Margin. Subject to prior withdrawal of a requested Eurocurrency Loan, or (z) five Business Days after receipt of notice from an Affected Lender under this Section 3.7(a), take one of the actions specified in Section 3.7(b). If by the earliest of (x), (y) or (z) Borrower has not exercised one of the options specified in Section 3.7(b), Borrower shall be deemed to have exercised the option set forth in clause (iii) of Section 3.7(b) and to have given the notice specified therein. (b) Upon receiving any notification provided in Section 3.7(a), Borrower may (subject to Section 3.8) exercise one of the following options: (i) If the determination by an Affected Bank relates only to Eurocurrency Loans then being requested by Borrower pursuant to a Notice of Borrowing or to prepayment of Base Rate Loans then being requested by Borrower to be converted to Eurocurrency Loans pursuant to a Notice Loans, the obligation of Conversion, Borrower may by giving notice in writing to Agent and Lenders prior to the date on which such Eurocurrency Loan is to be made or converted, withdraw such Notice of Borrowing or Notice of Conversion for all Lenders; (ii) Upon written notice to Lenders, Borrower may terminate the obligations of Lenders Lender to make or maintain its Base Rate Loans as, during any such period shall be terminated at the earlier of the termination of the last day of the then current calendar month or convert Loans into, Eurocurrency Loans when required by law and in such event, Borrower, Borrowers shall not no later than the termination of the Interest Period in effect at the time specified in any such determination pursuant to this subsection 3.7(a)2.10 is made or, convert all Eurocurrency Loans into earlier when required by law, repay or prepay Base Rate Loans by giving notice thereof together with all interest accrued thereon or convert Base Rate Loans to Agent and Lenders. (iii) Borrower may, by giving notice in writing a per annum rate equal to the Affected Lender, Agent and Prime Rate plus the other Lenders require the Affected Lender to make the Eurocurrency Loan then being requested as a Base Prime Rate Loan (or to keep outstanding as a Base Rate Loan the Base Rate Loan then being converted), such notice to pertain only to the affected Eurocurrency Loans of the Affected Lender and to have no effect on the obligations of the other Lenders to make or maintain Eurocurrency LoansMargin.

Required Termination and Prepayment. (a) In the event that at any time any Affected Lender 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 Libor Loans has become unlawful by compliance by such Lender the Affected Bank in good faith with any law, governmental rule, regulation, guideline or orderorder (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), the Affected Lender Bank shall on such date promptly give notice in writing or by telephone (confirmed in writing) to the Agent and the Borrower of such determination. The obligation ; 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 Affected Lender Bank to continue to perform its obligations to make or maintain its Eurocurrency Loan or Libor Loans so affected shall be terminated and by such determination. Upon receiving such notification, the Borrower shall (subject to the other provisions of this Agreement) forthwith and in any event no later than the earliest of (x) the termination of the Eurocurrency Interest Period in effect at the time any such determination pursuant to this Section 3.7(a) is made, (y) the first day of the Eurocurrency Interest Period commencing immediately thereafter if such determination is made in respect of a requested Eurocurrency Loan, or (z) five Business Days after receipt of notice from an Affected Lender under this Section 3.7(a), take one of the actions specified in Section 3.7(b3.9(b) (to the extent required to cure such condition). If by the earliest of (x), (y) or (z) Borrower has not exercised one of the options specified in Section 3.7(b)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 3.7(b3.9(b) (requiring the making, continuance or conversion into Base Rate (US) Loans) and to have given the notice specified therein. (b) Upon receiving . If any notification provided in Section 3.7(a)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 (subject be required pursuant to Section 3.8) exercise one of 3.11. If circumstances subsequently change so that the following options: (i) If the determination by an Affected Bank relates only to Eurocurrency Loans then being requested by shall determine that it is no longer so affected, such Bank will promptly notify the Borrower pursuant to a Notice and the Agent, and upon receipt of Borrowing or to Base Rate Loans then being requested by Borrower to be converted to Eurocurrency Loans pursuant to a Notice of Conversionsuch notice, Borrower may by giving notice in writing to Agent and Lenders prior to the date on which such Eurocurrency Loan is to be made or converted, withdraw such Notice of Borrowing or Notice of Conversion for all Lenders; (ii) Upon written notice to Lenders, Borrower may terminate the obligations of Lenders such Bank to make or maintain continue such Libor Loans as, or to convert Loans into, Eurocurrency into such Libor Loans and in such event, Borrower, shall not later than the time specified in subsection 3.7(a), convert all Eurocurrency Loans into Base Rate Loans by giving notice thereof to Agent and Lendersbe reinstated. (iii) Borrower may, by giving notice in writing to the Affected Lender, Agent and the other Lenders require the Affected Lender to make the Eurocurrency Loan then being requested as a Base Rate Loan (or to keep outstanding as a Base Rate Loan the Base Rate Loan then being converted), such notice to pertain only to the affected Eurocurrency Loans of the Affected Lender and to have no effect on the obligations of the other Lenders to make or maintain Eurocurrency Loans.

Required Termination and Prepayment. (a) In the event that at any time any Affected 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 Loans has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order, the Affected Lender shall on such date give notice in writing or by telephone (confirmed in writing) to the Agent and the Borrower of such determination. The obligation of the Affected Lender to make or maintain its Eurocurrency Eurodollar Loan or Loans so affected shall be terminated and the Borrower shall forthwith and in any event no later than the earliest of (x) the termination of the Eurocurrency Eurodollar Interest Period in effect at the time any such determination pursuant to this Section 3.7(a3.8(a) is made, (y) the first day of the Eurocurrency Eurodollar Interest Period commencing immediately thereafter if such determination is made in respect of a requested Eurocurrency Eurodollar Loan, or (z) five Business Days after receipt of notice from an Affected Lender under this Section 3.7(a3.8(a), take one of the actions specified in Section 3.7(b3.8(b). If by the earliest of (x), . (y) or (z) ). Borrower has not exercised one of the options specified in Section 3.7(b3.8(b), . Borrower shall be deemed to have exercised the option set forth in clause (iii) of Section 3.7(b3.8(b) and to have given the notice specified therein. (b) Upon receiving any notification provided in Section 3.7(a3.8(a), . the Borrower may (subject to Section 3.83.9) exercise one of the following options: (i) If the determination by an Affected Bank relates only to Eurocurrency Eurodollar Loans then being requested by Borrower pursuant to a Notice of Borrowing or to Base Rate Loans then being requested by Borrower to be converted to Eurocurrency Eurodollar Loans pursuant to a Notice of Conversion, the Borrower may by giving notice in writing to the Agent and the Lenders prior to the date on which such Eurocurrency Eurodollar Loan is to be made or converted, withdraw such Notice of Borrowing or Notice of Conversion for all Lenders; (ii) Upon written notice to the Lenders, the Borrower may terminate the obligations of the Lenders to make or maintain Loans as, or convert Loans into, Eurocurrency Eurodollar Loans and in such event, the Borrower, shall not later than the time specified in subsection 3.7(a3.8(b), convert all Eurocurrency Eurodollar Loans into Base Rate Loans by giving notice thereof to the Agent and the Lenders. (iii) The Borrower may, by giving notice in writing to the Affected Lender, the Agent and the other Lenders require the Affected Lender to make the Eurocurrency Eurodollar Loan then being requested as a Base Rate Loan (or to keep outstanding as a Base Rate Loan the Base Rate Loan then being converted), such notice to pertain only to the affected Eurocurrency Eurodollar Loans of the Affected Lender and to have no effect on the obligations of the other Lenders to make or maintain Eurocurrency Eurodollar Loans.

Required Termination and Prepayment. (a) In the event that at any time any Affected the Lender 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 Libor Loans has become unlawful by compliance by such the Lender in good faith with any law, governmental rule, regulation, guideline or orderorder (whether or not having the force of law and whether or not failure to comply therewith would be unlawful), the Affected Lender shall on such date promptly give notice in writing or by telephone (confirmed in writing) to Agent and the Borrower of such determination. The obligation ; provided that before giving any such notice, the Lender 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 Affected Lender to continue to perform its obligations to make or maintain its Eurocurrency Loan or Libor Loans so affected shall be terminated and by such determination. Upon receiving such notification, the Borrower shall (subject to the other provisions of this Agreement) forthwith and in any event no later than the earliest of (x) the termination of the Eurocurrency Interest Period in effect at the time any such determination pursuant to this Section 3.7(a) is made, (y) the first day of the Eurocurrency Interest Period commencing immediately thereafter if such determination is made in respect of a requested Eurocurrency Loan, or (z) five Business Days after receipt of notice from an Affected Lender under this Section 3.7(a), take one of the actions specified in Section 3.7(b3.9(b) (to the extent required to cure such condition). If by the earliest of (x), (y) or (z) Borrower has not exercised one of the options specified in Section 3.7(b)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 3.7(b3.9(b) (requiring the making, continuance or conversion into Base Rate (US) Loans) and to have given the notice specified therein. (b) Upon receiving . If any notification provided in Section 3.7(a)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 Lender such amounts, if any, as may (subject be required pursuant to Section 3.8) exercise one of 3.11. If circumstances subsequently change so that the following options: (i) If Lender shall determine that it is no longer so affected, the determination by an Affected Bank relates only to Eurocurrency Loans then being requested by Lender will promptly notify the Borrower pursuant to a Notice of Borrowing or to Base Rate Loans then being requested by Borrower to be converted to Eurocurrency Loans pursuant to a Notice of Conversion, Borrower may by giving notice in writing to Agent and Lenders prior to the date on which such Eurocurrency Loan is to be made or converted, withdraw such Notice of Borrowing or Notice of Conversion for all Lenders; (ii) Upon written notice to Lenders, Borrower may terminate the obligations of Lenders to make or maintain Loans as, or convert Loans into, Eurocurrency Loans and in such event, Borrower, shall not later than the time specified in subsection 3.7(a), convert all Eurocurrency Loans into Base Rate Loans by giving notice thereof to Agent and Lenders. (iii) Borrower may, by giving notice in writing to the Affected Lender, Agent and the other Lenders require the Affected Lender to make the Eurocurrency Loan then being requested as a Base Rate Loan (or to keep outstanding as a Base Rate Loan the Base Rate Loan then being converted)upon receipt of such notice, such notice to pertain only to the affected Eurocurrency Loans of the Affected Lender and to have no effect on the obligations of the other Lenders Lender to make or maintain Eurocurrency Loanscontinue such Libor Loans or to convert Loans into such Libor Loans shall be reinstated.

Required Termination and Prepayment. (a) In the event that at any time any Affected 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 LIBOR Loans has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order, the Affected Lender shall on such date give notice in writing or by telephone (confirmed in writing) to Agent and Borrower of such determination. The obligation of the Affected Lender to make or maintain its Eurocurrency LIBOR Loan or Loans so affected shall be terminated and Borrower shall forthwith and in any event no later than the earliest of (x) the termination of the Eurocurrency LIBOR Interest Period in effect at the time any such determination pursuant to this Section 3.7(a) is made, (y) the first day of the Eurocurrency LIBOR Interest Period commencing immediately thereafter if such determination is made in respect of a requested Eurocurrency LIBOR Loan, or (z) five Business Days after receipt of notice from an Affected Lender under this Section 3.7(a), take one of the actions specified in Section 3.7(b). If by the earliest of (x), (y) or (z) Borrower has not exercised one of the options specified in Section 3.7(b), Borrower shall be deemed to have exercised the option set forth in clause (iii) of Section 3.7(b) and to have given the notice specified therein. (b) Upon receiving any notification provided in Section 3.7(a), Borrower may (subject to Section 3.8) exercise one of the following options: (i) If the determination by an Affected Bank relates only to Eurocurrency LIBOR Loans then being requested by Borrower pursuant to a Notice of Borrowing or to Base Rate Loans then being requested by Borrower to be converted to Eurocurrency LIBOR Loans pursuant to a Notice of Conversion, Borrower may by giving notice in writing to Agent and Lenders prior to the date on which such Eurocurrency LIBOR Loan is to be made or converted, withdraw such Notice of Borrowing or Notice of Conversion for all Lenders; (ii) Upon written notice to Lenders, Borrower may terminate the obligations of Lenders to make or maintain Loans as, or convert Loans into, Eurocurrency LIBOR Loans and in such event, Borrower, shall not later than the time specified in subsection 3.7(a), convert all Eurocurrency LIBOR Loans into Base Rate Loans by giving notice thereof to Agent and Lenders. (iii) Borrower may, by giving notice in writing to the Affected Lender, Agent and the other Lenders require the Affected Lender to make the Eurocurrency LIBOR Loan then being requested as a Base Rate Loan (or to keep outstanding as a Base Rate Loan the Base Rate Loan then being converted), such notice to pertain only to the affected Eurocurrency LIBOR Loans of the Affected Lender and to have no effect on the obligations of the other Lenders to make or maintain Eurocurrency LIBOR Loans.