Common use of Required Termination and Repayment of LIBOR Loans Clause in Contracts

Required Termination and Repayment of LIBOR Loans. (a) In the event any Bank shall notify the Administrative Agent that it shall have reasonably determined, at any time (which determination shall be final, conclusive and binding but shall be made only after consultation with the Borrower and the Administrative Agent), that the making or continuation of any or all of LIBOR Loans by such Bank: (1) has become unlawful by compliance by such Bank in good faith with any applicable law, governmental rule, regulation, guideline or order, or (2) would cause such Bank severe hardship as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the London interbank market(such as, but not limited to disruptions resulting from political or economic events); then, and in either such event, the Administrative Agent shall on such date (and in any event as soon as possible after making such determination) give telephonic notice to the Borrower, confirmed in writing, of such determination, identifying which of the LIBOR Loans are so affected. (b) The Borrower shall, upon the termination of the then current LIBOR Period applicable to each LIBOR Loan so affected or, if earlier, when required by law, repay each such affected LIBOR Loan, together with all interest accrued thereon. (c) In lieu of the repayment required by Section 2.8(b), the Borrower may exercise the following options: (1) If the determination by the Bank relates only to a LIBOR Loan then being converted by the Borrower pursuant to the terms hereof, the Borrower may, on such date by giving notice by telephone to the Administrative Agent, withdraw such request for conversion. (2) The Borrower may, by giving notice by telephone to the Administrative Agent, require the Banks to convert the LIBOR Loan then being converted to a Base Rate Loan or to convert any outstanding LIBOR Loan or LIBOR Loans that are so affected into a Base Rate Loan at the end of the then current LIBOR Period (or at such earlier time as repayment is otherwise required to be made pursuant to section 2.7(b)). Such notice shall pertain only to the LIBOR Loan or LIBOR Loans outstanding or to be outstanding during each such affected LIBOR Period.

Required Termination and Repayment of LIBOR Loans. (a) In the event any HSBC Bank shall notify the Administrative Agent that it shall have reasonably determined, at any time (which determination shall be final, conclusive and binding but shall be made only after consultation with the Borrower and the Administrative AgentCompany), that the making or continuation of any or all of its LIBOR Loans by such BankLoans: (1) has become unlawful by compliance by such HSBC Bank in good faith with any applicable law, governmental rule, regulation, guideline or order, or (2) would cause such HSBC Bank severe hardship as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the London interbank market(such Interbank Eurodollar Market (such as, but not limited to disruptions resulting from political or economic events); then, and in either such event, the Administrative Agent HSBC Bank shall on such date (and in any event as soon as possible after making such determination) give telephonic notice to the BorrowerCompany, confirmed in writing, of such determination, identifying which of the LIBOR Loans are was so affected. (b) The Borrower Company then shall, upon the termination of the then current LIBOR Interest Period applicable to each LIBOR Loan so affected or, if earlier, when required by law, repay each such affected LIBOR Loan, together with all interest accrued thereon. (c) In lieu of the repayment to HSBC Bank required by Section 2.8(b), the Borrower Company may exercise the following options: (1) If the determination by the HSBC Bank relates only to a LIBOR Loan then being converted requested by the Borrower Company pursuant to the terms hereof, the Borrower Company may, on such date by giving notice by telephone to the Administrative AgentHSBC Bank, withdraw such request for conversion.request; (2) The Borrower Company may, by giving notice by telephone to the Administrative AgentHSBC Bank, require the Banks HSBC Bank to convert make the LIBOR Loan then being converted to requested in the form of a Base Prime Rate Loan or to convert any its outstanding LIBOR Loan or LIBOR Loans that are so affected into a Base Prime Rate Loan at the end of the then current LIBOR Interest Period applicable to each such LIBOR Loan (or at such earlier time as repayment is otherwise required to be made pursuant to section 2.7(b)the terms of this Agreement). Such notice shall pertain only to the LIBOR Loan or LIBOR Loans outstanding or to be outstanding during each such affected LIBOR Interest Period.

Required Termination and Repayment of LIBOR Loans. (a) In the event any Bank shall notify the Administrative Agent that it a Lender shall have reasonably determined, at any time (which determination shall be final, conclusive and binding but shall be made only after consultation with the Borrower and the Administrative Agent), that the making or continuation of any or all of LIBOR the Libor Loans by such Bankhereunder: (1) has become unlawful by compliance by such Bank Lender in good faith with any applicable law, governmental rule, regulation, guideline or order, or (2) would cause such Bank Lender severe hardship as a result of a contingency occurring after the date of this Agreement hereof which materially and adversely affects the London interbank market(such Interbank Eurodollar Market (such as, but not limited to disruptions resulting from political or economic events); then, and in either such event, the Administrative Agent such Lender shall on such date (and in any event as soon as possible after making such determination) give telephonic notice to the BorrowerBorrower and the Administrative Agent, confirmed in writing, of such determination, identifying which of the LIBOR Libor Loans are was so affected. (b) The Borrower then shall, upon the termination of the then current LIBOR Interest Period applicable to each LIBOR Libor Loan so affected or, if earlier, when required by law, repay each such affected LIBOR Libor Loan, together with all interest accrued thereon. (c) In lieu of the repayment to the applicable Lender required by Section 2.8(b)2.12(b) hereof, the Borrower may exercise the following options: (1) If the determination by the Bank such Lender relates only to a LIBOR Libor Loan then being converted requested by the Borrower pursuant to the terms hereof, the Borrower may, on such date by giving notice by telephone to the Administrative Agentsuch Lender, withdraw such request for conversion.request; or (2) The Borrower may, by giving notice by telephone to the Administrative Agentsuch Lender, require the Banks Lender to convert make the LIBOR Libor Loan then being converted to a Base Rate Loan requested in the form of an ABR Loan, or to convert any its outstanding LIBOR Libor Loan or LIBOR Loans that are so affected into a Base Rate an ABR Loan at the end of the then current LIBOR Interest Period applicable to each such Libor Loan (or at such earlier time as repayment is otherwise required to be made pursuant to section 2.7(b)the terms hereof). Such notice shall pertain only to the LIBOR Libor Loan or LIBOR Loans outstanding or to be outstanding during each such affected LIBOR Interest Period.

Required Termination and Repayment of LIBOR Loans. (a) In the event any Bank shall notify the Administrative Agent that it a Lender shall have reasonably determined, at any time (which determination shall be final, conclusive and binding but shall be made only after consultation with the Borrower and the Administrative Agent), that the making or continuation of any or all of LIBOR the Libor Loans by such Bankhereunder: (1) has become unlawful by compliance by such Bank Lender in good faith with any applicable law, governmental rule, regulation, guideline or order, or (2) would cause such Bank Lender severe hardship as a result of a contingency occurring after the date of this Agreement hereof which materially and adversely affects the London interbank market(such Interbank Market (such as, but not limited to disruptions resulting from political or economic events); then, and in either such event, the Administrative Agent such Lender shall on such date (and in any event as soon as possible after making such determination) give telephonic notice to the BorrowerBorrower and the Administrative Agent, confirmed in writing, of such determination, identifying which of the LIBOR Libor Loans are was so affected. (b) The Borrower then shall, upon the termination of the then current LIBOR Interest Period applicable to each LIBOR Libor Loan so affected or, if earlier, when required by law, repay each such affected LIBOR Libor Loan, together with all interest accrued thereon. (c) In lieu of the repayment to the applicable Lender required by Section 2.8(b)2.10(b) of this Agreement, the Borrower may exercise the following options: (1) If the determination by the Bank such Lender relates only to a LIBOR Libor Loan then being converted requested by the Borrower pursuant to the terms hereof, the Borrower may, on such date by giving notice by telephone to the Administrative Agentsuch Lender, withdraw such request for conversion.request; or (2) The Borrower may, by Borrower giving notice by telephone to the Administrative Agentsuch Lender, require the Banks Lender to convert make the LIBOR Libor Loan then being converted to a Base Rate Loan requested in the form of an ABR Loan, or to convert any its outstanding LIBOR Libor Loan or LIBOR Loans that are so affected into a Base Rate an ABR Loan at the end of the then current LIBOR Interest Period applicable to each such Libor Loan (or at such earlier time as repayment is otherwise required to be made pursuant to section 2.7(b)the terms hereof). Such notice shall pertain only to the LIBOR Libor Loan or LIBOR Loans outstanding or to be outstanding during each such affected LIBOR Interest Period.

Required Termination and Repayment of LIBOR Loans. (a) In the event any HSBC Bank shall notify the Administrative Agent that it shall have reasonably determined, at any time (which determination shall be final, conclusive and binding but shall be made only after consultation with the Borrower and the Administrative AgentCompany), that the making or continuation of any or all of its LIBOR Loans by such BankLoans: (1) has become unlawful by compliance by such HSBC Bank in good faith with any applicable law, governmental rule, regulation, guideline or order, or (2) would cause such HSBC Bank severe hardship as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the London interbank market(such Interbank Eurodollar Market (such as, but not limited to disruptions resulting from political or economic events); then, and in either such event, the Administrative Agent HSBC Bank shall on such date (and in any event as soon as possible after making such determination) give telephonic notice to the BorrowerCompany, confirmed in writing, of such determination, identifying which of the LIBOR Loans are was so affected. (b) The Borrower Company then shall, upon the termination of the then current LIBOR Interest Period applicable to each LIBOR Loan so affected or, if earlier, when required by law, repay each such affected LIBOR Loan, together with all interest accrued thereon. (c) In lieu of the repayment to HSBC Bank required by Section 2.8(b2.9(b), the Borrower Company may exercise the following options: (1) If the determination by the HSBC Bank relates only to a LIBOR Loan then being converted requested by the Borrower Company pursuant to the terms hereof, the Borrower Company may, on such date by giving notice by telephone to the Administrative AgentHSBC Bank, withdraw such request for conversion.request; (2) The Borrower Company may, by giving notice by telephone to the Administrative AgentHSBC Bank, require the Banks HSBC Bank to convert make the LIBOR Loan then being converted to requested in the form of a Base Prime Rate Loan or to convert any its outstanding LIBOR Loan or LIBOR Loans that are so affected into a Base Prime Rate Loan at the end of the then current LIBOR Interest Period applicable to each such LIBOR Loan (or at such earlier time as repayment is otherwise required to be made pursuant to section 2.7(b)the terms of this Agreement). Such notice shall pertain only to the LIBOR Loan or LIBOR Loans outstanding or to be outstanding during each such affected LIBOR Interest Period.

Required Termination and Repayment of LIBOR Loans. (a) In the event any Bank shall notify the Administrative Agent that it a Lender shall have reasonably determined, at any time (which determination shall be final, conclusive and binding but shall be made only after consultation with the Borrower and the Administrative Agent), that the making or continuation of any or all of LIBOR the Libor Loans by such Bankhereunder: (1) has become unlawful by compliance by such Bank Lender in good faith with any applicable law, governmental rule, regulation, guideline or order, or (2) would cause such Bank Lender severe hardship as a result of a contingency occurring after the date of this Agreement hereof which materially and adversely affects the London interbank market(such Interbank Market (such as, but not limited to disruptions resulting from political or economic events); then, and in either such event, the Administrative Agent such Lender shall on such date (and in any event as soon as possible after making such determination) give telephonic notice to the BorrowerBorrower and the Agent, confirmed in writing, of such determination, identifying which of the LIBOR Libor Loans are was so affected. (b) The Borrower then shall, upon the termination of the then current LIBOR Interest Period applicable to each LIBOR Libor Loan so affected or, if earlier, when required by law, repay each such affected LIBOR Libor Loan, together with all interest accrued thereon. (c) In lieu of the repayment to the applicable Lender required by Section 2.8(b)2.10(b) of this Agreement, the Borrower may exercise the following options: (1) If the determination by the Bank such Lender relates only to a LIBOR Libor Loan then being converted requested by the Borrower pursuant to the terms hereof, the Borrower may, on such date by giving notice by telephone to the Administrative Agentsuch Lender, withdraw such request for conversion.request, or (2) The Borrower may, by Borrower giving notice by telephone to the Administrative Agentsuch Lender, require the Banks Lender to convert make the LIBOR Libor Loan then being converted to a Base Rate Loan requested in the form of an ABR Loan, or to convert any its outstanding LIBOR Libor Loan or LIBOR Loans that are so affected into a Base Rate an ABR Loan at the end of the then current LIBOR Interest Period applicable to each such Libor Loan (or at such earlier time as repayment is otherwise required to be made pursuant to section 2.7(b)the terms hereof). Such notice shall pertain only to the LIBOR Libor Loan or LIBOR Loans outstanding or to be outstanding during each such affected LIBOR Interest Period.

Required Termination and Repayment of LIBOR Loans. (a) In the event any Bank shall notify the Administrative Agent that it Lender shall have reasonably determined, at any time (which determination shall be final, conclusive and binding but shall be made only after consultation with the Borrower and the Administrative AgentBorrower), that the making or continuation of any or all of LIBOR the Libor Loans by such Bankhereunder: (1I) has become unlawful by compliance by such Bank the Lender in good faith with any applicable law, governmental rule, regulation, guideline or order, or (2II) would cause such Bank the Lender severe hardship as a result of a contingency occurring after the date of this Agreement hereof which materially and adversely affects the London interbank market(such Interbank Eurodollar Market (such as, but not limited to disruptions resulting from political or economic events); then, and in either such event, the Administrative Agent Lender shall on such date (and in any event as soon as possible after making such determination) give telephonic notice to the Borrower, confirmed in writing, of such determination, identifying which of the LIBOR Libor Loans are was so affected. (b) The Borrower shall, upon the termination of the then current LIBOR Period applicable to each LIBOR Loan so affected or, if earlier, when required by law, shall repay each such affected LIBOR Libor Loan, together with all interest accrued thereon. (c) In lieu of the repayment to the Lender required by Section 2.8(b2.10(b), the Borrower may exercise the following options: (1I) If the determination by the Bank Lender relates only to a LIBOR Libor Loan then being converted requested by the Borrower pursuant to the terms hereof, the Borrower may, on such date by giving notice by telephone to the Administrative AgentLender, withdraw such request for conversion.request; or (2II) The Borrower may, by giving notice by telephone to the Administrative AgentLender, require the Banks Lender to convert make the LIBOR Libor Loan then being converted to requested in the form of a Base Prime Rate Loan Loan, or to convert any its outstanding LIBOR Libor Loan or LIBOR Loans that are so affected into a Base Prime Rate Loan at the end of the then current LIBOR Period (or at such earlier time as repayment is otherwise required to be made pursuant to section 2.7(b))Loan. Such notice shall pertain only to the LIBOR Loan or LIBOR affected Libor Loans outstanding or to be outstanding during each such affected LIBOR Periodoutstanding.

Required Termination and Repayment of LIBOR Loans. (a) In the event any Bank shall notify the Administrative Agent that it a Lender shall have reasonably determined, at any time (which determination shall be final, conclusive and binding but shall be made only after consultation with the Borrower and the Administrative Agent), that the making or continuation of any or all of LIBOR the Libor Loans by such Bankhereunder: (1) has become unlawful by compliance by such Bank Lender in good faith with any applicable law, governmental rule, regulation, guideline or order, or (2) would cause such Bank Lender severe hardship as a result of a contingency occurring after the date of this Agreement hereof which materially and adversely affects the London interbank market(such Interbank Market (such as, but not limited to disruptions resulting from political or economic events); then, and in either such event, the Administrative Agent such Lender shall on such date (and in any event as soon as possible after making such determination) give telephonic notice to the BorrowerBorrower and the Agent, confirmed in writing, of such determination, identifying which of the LIBOR Libor Loans are was so affected. (b) The Borrower then shall, upon the termination of the then current LIBOR Interest Period applicable to each LIBOR Libor Loan so affected or, if earlier, when required by law, repay each such affected LIBOR Libor Loan, together with all interest accrued thereon. (c) In lieu of the repayment to the applicable Lender required by Section 2.8(b)2.10(b) of this Agreement, the Borrower may exercise the following options: (1) If the determination by the Bank such Lender relates only to a LIBOR Libor Loan then being converted requested by the Borrower pursuant to the terms hereof, the Borrower may, on such date by giving notice by telephone to the Administrative Agentsuch Lender, withdraw such request for conversion.request; or (2) The Borrower may, by Borrower giving notice by telephone to the Administrative Agentsuch Lender, require the Banks Lender to convert make the LIBOR Libor Loan then being converted to a Base Rate Loan requested in the form of an ABR Loan, or to convert any its outstanding LIBOR Libor Loan or LIBOR Loans that are so affected into a Base Rate an ABR Loan at the end of the then current LIBOR Interest Period applicable to each such Libor Loan (or at such earlier time as repayment is otherwise required to be made pursuant to section 2.7(b)the terms hereof). Such notice shall pertain only to the LIBOR Libor Loan or LIBOR Loans outstanding or to be outstanding during each such affected LIBOR Interest Period.

Required Termination and Repayment of LIBOR Loans. (a) In the event any Bank shall notify the Administrative either Collateral Agent that it shall have reasonably determined, at any time (which determination shall be final, conclusive and binding but shall be made only after consultation with the Borrower and the Administrative Agentbinding), that the making or continuation of any or all of the LIBOR Loans by such Bankhereunder: (1i) has become unlawful by compliance by such Bank either Collateral Agent or any Lender in good faith with any applicable law, governmental rule, regulation, guideline or order, or (2ii) would cause such Bank either Collateral Agent or any Lender severe hardship as a result of a contingency occurring after the date of this Agreement hereof which materially and adversely affects the London interbank market(such Interbank Eurodollar Market (such as, but not limited to disruptions resulting from political or economic events); then, and in either such event, the Administrative a Collateral Agent shall on such date (and in any event as soon as possible after making such determination) give telephonic notice to the applicable Borrower, confirmed in writing, of such determination, identifying which of the LIBOR Loans are was so affected. (b) The applicable Borrower then shall, upon the termination of the then current LIBOR Period applicable to each LIBOR Loan so affected or, if earlier, when required by law, repay each such affected LIBOR Loan, together with all interest accrued thereon. (c) In lieu of the repayment to the applicable Collateral Agent, on behalf of the applicable Lenders, required by this Section 2.8(b)2.13, the applicable Borrower may exercise the following options: (1i) If the such determination by the Bank applicable Collateral Agent relates only to a LIBOR Loan then being converted requested by the applicable Borrower pursuant to the terms hereof, the applicable Borrower may, on such date by giving notice by telephone in writing to the Administrative applicable Collateral Agent, withdraw such request for conversion.request; or (2ii) The the applicable Borrower may, by giving notice by telephone in writing to the Administrative applicable Collateral Agent, require request the Banks applicable Lenders to convert make the LIBOR Loan then being converted to a Base requested in the form of an Index Rate Loan Loan, or to convert any its outstanding LIBOR Loan or LIBOR Loans that are so affected into a Base an Index Rate Loan at the end of the then current LIBOR Period applicable to each such LIBOR Loan (or at such earlier time as repayment is otherwise required to be made pursuant to section 2.7(b)the terms hereof). Such notice shall pertain only to the LIBOR Loan or LIBOR Loans outstanding or to be outstanding during each such affected LIBOR Period.