Common use of Change in Legality Clause in Contracts

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Bank shall notify the Administrative Agent that it has determined in good faith that the introduction of or any change in or in the interpretation or application of any law or regulation by any Governmental Authority (in each case occurring after the date of this Agreement) makes it unlawful, or any central bank or other Governmental Authority asserts after the date of this Agreement that it is unlawful, for any Bank or its applicable lending office to perform its obligations hereunder to make LIBOR Rate Loans or to fund or maintain LIBOR Rate Loans hereunder, (i) the obligation of such Bank to make, or to convert Loans into, or to continue LIBOR Rate Loans as, LIBOR Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist; (ii) the Borrower shall, at its option, either prepay in full all LIBOR Rate Loans of such Bank then outstanding, or convert all such Loans to ABR Loans, on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as required by law), accompanied, in the case of any prepayments, by interest accrued thereon and any amounts payable under Section 3.7(a). Each Bank agrees that it will use reasonable efforts to designate a different lending office for the LIBOR Rate Loans due to it affected by this Section 3.8, if such designation will avoid the illegality described in this Section 3.8 so long as such designation will not be disadvantageous to such Bank as determined by such Bank in its sole discretion acting in good faith. (b) For purposes of this Section 3.8, a notice to the Borrower (with a copy to the Administrative Agent) by any Bank pursuant to paragraph (a) above shall be effective on the date of receipt thereof by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Bank shall notify the Administrative Agent that it has determined in good faith that the introduction of or any change in or in the interpretation or application of any law or regulation by any Governmental Authority (in each case occurring after the date of this Agreement) makes it unlawful, or any central bank or other Governmental Authority asserts after the date of this Agreement that it is unlawful, for any Bank or its applicable lending office to perform its obligations hereunder to make LIBOR Eurodollar Rate Loans or to fund or maintain LIBOR Eurodollar Rate Loans hereunder, (i) the obligation of such Bank to make, or to convert Revolving Loans into, or to continue LIBOR Eurodollar Rate Loans as, LIBOR Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist; (ii) the Borrower shall, at its option, either prepay in full all LIBOR Eurodollar Rate Loans of such Bank then outstanding, or convert all such Revolving Loans to ABR Loans, on the respective last days of the then current Interest Periods with respect to such Revolving Loans (or within such earlier period as required by law), accompanied, in the case of any prepayments, by interest accrued thereon and any amounts payable under Section 3.7(a). Each Bank agrees that it will use reasonable efforts to designate a different lending office for the LIBOR Eurodollar Rate Loans due to it such Bank that are affected by this Section 3.8, if such designation will avoid the illegality described in this Section 3.8 so long as such designation will not be disadvantageous to such Bank as determined by such Bank in its sole discretion acting in good faith. (b) For purposes of this Section 3.8, a notice to the Borrower (with a copy to the Administrative Agent) by any Bank pursuant to paragraph (a) above shall be effective on the date of receipt thereof by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Bank shall notify the Administrative Agent that it has determined in good faith that the introduction of or any change in or in the interpretation or application of any law or regulation by any Governmental Authority (in each case occurring after the date of this Agreement) makes it unlawful, or any central bank or other Governmental Authority asserts after the date of this Agreement that it is unlawful, for any Bank or its applicable lending office to perform its obligations hereunder to make LIBOR Rate SOFR Loans or to fund or maintain LIBOR Rate SOFR Loans hereunder, (i) the obligation of such Bank to make, or to convert Revolving Loans into, or to continue LIBOR Rate SOFR Loans as, LIBOR Rate SOFR Loans shall be suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist; (ii) the Borrower shall, at its option, either prepay in full all LIBOR Rate SOFR Loans of such Bank then outstanding, or convert all such Revolving Loans to ABR Loans, on the respective last days of the then current Interest Periods with respect to such Revolving Loans (or within such earlier period as required by law), accompanied, in the case of any prepayments, by interest accrued thereon and any amounts payable under Section 3.7(a). Each Bank agrees that it will use reasonable efforts to designate a different lending office for the LIBOR Rate SOFR Loans due to it such Bank that are affected by this Section 3.8, if such designation will avoid the illegality described in this Section 3.8 so long as such designation will not be disadvantageous to such Bank as determined by such Bank in its sole discretion acting in good faith. (b) For purposes of this Section 3.8, a notice to the Borrower (with a copy to the Administrative Agent) by any Bank pursuant to paragraph (a) above shall be effective on the date of receipt thereof by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Bank shall notify the Administrative Agent that it has determined in good faith that the introduction of or any change in or in the interpretation or application of any law or regulation by any Governmental Authority (in each case occurring after the date of this Agreement) makes it unlawful, or any central bank or other Governmental Authority asserts after the date of this Agreement that it is unlawful, for any Bank or its applicable lending office to perform its obligations hereunder to make LIBOR Rate SOFR Loans or to fund or maintain LIBOR Rate SOFR Loans hereunder, (i) the obligation of such Bank to make, or to convert Loans into, or to continue LIBOR Rate SOFR Loans as, LIBOR Rate SOFR Loans shall be suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist; (ii) the Borrower shall, at its option, either prepay in full all LIBOR Rate SOFR Loans of such Bank then outstanding, or convert all such Loans to ABR Loans, on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as required by law), accompanied, in the case of any prepayments, by interest accrued thereon and any amounts payable under Section 3.7(a). Each Bank agrees that it will use reasonable efforts to designate a different lending office for the LIBOR Rate SOFR Loans due to it such Bank that are affected by this Section 3.8, if such designation will avoid the illegality described in this Section 3.8 so long as such designation will not be disadvantageous to such Bank as determined by such Bank in its sole discretion acting in good faith. (b) For purposes of this Section 3.8, a notice to the Borrower (with a copy to the Administrative Agent) by any Bank pursuant to paragraph (a) above shall be effective on the date of receipt thereof by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreementanything to the contrary herein contained (but subject to Section 2.21), if any Bank shall notify the Administrative Agent that it has determined in good faith that the introduction of or any change in or in the interpretation or application of any law or regulation by any Governmental Authority (in each case occurring after the date of this Agreement) makes it unlawful, or any central bank or other Governmental Authority asserts after the date of this Agreement that any change in any law or regulation or in the interpretation thereof or any new law, regulation or interpretation by any Governmental Authority charged with the administration or interpretation thereof or any judgment, order or directive of any competent court, tribunal or authority shall make it is unlawful, unlawful for any Bank Lender or its applicable lending office Applicable Lending Office to perform make or maintain any LIBOR Loan or NIBOR Loan or to give effect to its obligations hereunder to make LIBOR Rate Loans or to fund or maintain LIBOR Rate Loans hereunder, (i) the obligation of such Bank to make, or to convert Loans into, or to continue LIBOR Rate Loans as, LIBOR Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist; (ii) the Borrower shall, at its option, either prepay in full all LIBOR Rate Loans of such Bank then outstanding, or convert all such Loans to ABR Loans, on the respective last days of the then current Interest Periods as contemplated hereby with respect to any LIBOR Loan or NIBOR Loan or shall limit the convertibility into US Dollars of any Committed Foreign Currency in which any Loan shall be denominated or make such Loans conversion commercially impracticable (or within such earlier period as required by lawcollectively, an "Illegality"), accompanied, in the case of any prepaymentsthen, by interest accrued thereon written notice to Millennium America or Millennium and any amounts payable under Section 3.7(a). Each Bank agrees that it will use reasonable efforts to designate a different lending office for the LIBOR Rate Loans due to it affected by this Section 3.8Administrative Agent, if such designation will avoid the illegality described in this Section 3.8 Lender, so long as such designation Illegality continues to exist: (i) may declare that LIBOR Loans, NIBOR Loans or Loans in any affected Committed Foreign Currency, as applicable, will not thereafter be disadvantageous made by such Lender hereunder, whereupon any request by any Borrower for a LIBOR Borrowing, a NIBOR Borrowing or a Borrowing in such Committed Foreign Currency, as applicable, (x) shall, as to such Bank Lender only, be deemed a request for an ABR Borrowing denominated in US Dollars or (y) at the option of such Borrower, shall be withdrawn as determined to such Lender prior to the time for making such Borrowing; and (ii) shall promptly enter into negotiations with the applicable Borrower and negotiate in good faith to agree to a solution to such Illegality; provided, however, that if such an agreement has not been reached by the date at which such change in law is given effect with respect to the outstanding LIBOR Loans, NIBOR Loans or Loans in the affected Committed Foreign Currency of such Lender, such Borrower shall immediately prepay the affected Loans. In the event any Lender shall exercise its rights under (i) above with respect to Loans in any affected Committed Foreign Currency, all payments and prepayments in respect of the ABR Loans made by such Bank Lender shall thereafter be made in its sole discretion acting in good faithUS Dollars. (b) For purposes of this Section 3.8, a notice to the Borrower (with a copy to the Administrative Agent) by any Bank pursuant to paragraph (a) above shall be effective on the date of receipt thereof by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Bank shall notify the Administrative Agent that it has determined in good faith that the introduction of or any change in or in the interpretation or application of any law or regulation by any Governmental Authority (in each case occurring after the date of this Agreement) makes it unlawful, or any central bank or other Governmental Authority asserts after the date of this Agreement that it is unlawful, for any Bank or its applicable lending office to perform its obligations hereunder to make LIBOR Rate Loans or to fund or maintain LIBOR Rate Loans hereunder, (i) the obligation of such Bank to make, or to convert Loans into, or to continue LIBOR Rate Loans as, LIBOR Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist; exist and (ii) the Borrower shall, at its option, either prepay in full all LIBOR Rate Loans of such Bank then outstanding, or convert all such Loans to ABR Loans, on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as required by law), accompanied, in the case of any prepayments, by interest accrued thereon and any amounts payable under Section 3.7(a4.7(a). Each Bank agrees that it will use reasonable efforts to designate a different lending office for the LIBOR Rate Loans due to it affected by this Section 3.84.8, if such designation will avoid the illegality described in this Section 3.8 4.8 so long as such designation will not be disadvantageous to such Bank as determined by such Bank in its sole discretion acting in good faith. (b) For purposes of this Section 3.84.8, a notice to the Borrower (with a copy to the Administrative Agent) by any Bank pursuant to paragraph (a) above shall be effective on the date of receipt thereof by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Bank shall notify the Administrative Agent that it has determined in good faith that the introduction of or any change in or in the interpretation or application of any law or regulation by any Governmental Authority (in each case occurring after the date of this Agreement) makes it unlawful, or any central bank or other Governmental Authority asserts after the date of this Agreement that it is unlawful, for any Bank or its applicable lending office to perform its obligations hereunder to make LIBOR Eurodollar Rate Loans or to fund or maintain LIBOR Eurodollar Rate Loans hereunder, (i) the obligation of such Bank to make, or to convert Revolving Loans into, or to continue LIBOR Eurodollar Rate Loans as, LIBOR Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist; (ii) the Borrower shall, at its option, either prepay in full all LIBOR Eurodollar Rate Loans of such Bank then outstanding, or convert all such Revolving Loans to ABR Loans, on the respective last days of the then current Interest Periods with respect to such Revolving Loans (or within such earlier period as required by law), accompanied, in the case of any prepayments, by interest accrued thereon and any amounts payable under Section 3.7(a). Each Bank agrees that it will use reasonable efforts to designate a different lending office for the LIBOR Eurodollar Rate Loans due to it such Bank that are affected by this Section 3.8, if such designation will avoid the illegality described in this Section 3.8 so long as such designation will not be disadvantageous to such Bank as determined by such Bank in its sole discretion acting in good faith. (b) For purposes of this Section 3.8, a notice to the Borrower (with a copy to the Administrative Agent) by any Bank pursuant to paragraph (a) above shall be effective on the date of receipt thereof by the Borrower.

Change in Legality. (a) a Notwithstanding any other provision of this Agreementanything to the contrary herein contained, if any Bank shall notify change after the Administrative Agent that it has determined date hereof in good faith that the introduction of any law or any change in regulation or in the interpretation or application of any law or regulation thereof by any Governmental Authority (in each case occurring after governmental authority charged with the date of this Agreement) makes administration or interpretation thereof shall make it unlawful, or any central bank or other Governmental Authority asserts after the date of this Agreement that it is unlawful, unlawful for any Bank to make or its applicable lending office maintain any LIBOR Loan or Competitive LIBO Rate Loan or to perform give effect to its obligations hereunder with respect to make LIBOR Loans or Competitive LIBO Rate Loans or as contemplated hereby, then, by written notice to fund or maintain the Company and to the Agent, such Bank may: (i declare that LIBOR Loans will not thereafter be made by such Bank hereunder, whereupon any subsequent request for a LIBOR Loan shall, as to such Bank only, be deemed a request for an Alternate Base Loan unless such declaration is subsequently withdrawn; and (ii require that all outstanding LIBOR Loans and Competitive LIBO Rate Loans hereundermade by it be converted to Alternate Base Loans, in which event (iA) the obligation of all such Bank to make, or to convert LIBOR Loans into, or to continue LIBOR Rate Loans as, LIBOR and Competitive LIBO Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist; (ii) the Borrower shall, at its option, either prepay in full all LIBOR Rate automatically converted to Alternate Base Loans of such Bank then outstanding, or convert all such Loans to ABR Loans, on the respective last days as of the last day of the Interest Period then current Interest Periods with respect to such Loans (or within such earlier period as applicable thereto or, if so required by law), accompanied, as of the effective date of such notice as provided in the case of any prepayments, by interest accrued thereon and any amounts payable under Section 3.7(a). Each Bank agrees that it will use reasonable efforts to designate a different lending office for the LIBOR Rate Loans due to it affected by this Section 3.8, if such designation will avoid the illegality described in this Section 3.8 so long as such designation will not be disadvantageous to such Bank as determined by such Bank in its sole discretion acting in good faith. paragraph (b) below and (B) all payments and prepayments of principal which would otherwise have been applied to repay the converted LIBOR Loans and Competitive LIBO Rate Loans shall instead be applied to repay the Alternate Base Loans resulting from the conversion of such LIBOR Loans and Competitive LIBO Rate Loans. (b For purposes of this Section 3.82.14, a notice to the Borrower (with a copy to the Administrative Agent) Company by any Bank pursuant to paragraph (a) above shall be effective on the date of receipt thereof by the BorrowerCompany.

Change in Legality. (a) Notwithstanding any other provision of anything to the contrary contained elsewhere in this Credit Agreement, if any Bank shall notify change after the Administrative Agent that it has determined date hereof in good faith that the introduction of Applicable Law, guideline or any change in order, or in the interpretation or application of any law or regulation thereof by any Governmental Authority (in each case occurring after charged with the date of this Agreement) makes administration thereof, shall make it unlawful, or any central bank or other Governmental Authority asserts after the date of this Agreement that it is unlawful, unlawful for any Bank Lender to make or its applicable lending office maintain any LIBO Rate Loan or to perform give effect to its obligations hereunder as contemplated hereby with respect to make LIBOR a LIBO Rate Loans or Loan, then, by written notice to fund or maintain LIBOR Rate Loans hereunder, Parent and the Administrative Agent such Lender may (i) the obligation declare that LIBO Rate Loans will not thereafter be made by such Lender hereunder and/or (ii) require that, subject to Section 2.8, all outstanding LIBO Rate Loans made by it be converted to Alternate Base Rate Loans whereupon all of such Bank to make, or to convert Loans into, or to continue LIBOR Rate Loans as, LIBOR LIBO Rate Loans shall automatically be suspended until converted to Alternate Base Rate Loans as of the Administrative Agent shall notify the Borrower that the circumstances causing effective date of such suspension no longer exist; notice as provided in paragraph (iib) the Borrower below. Such Lender’s Pro Rata Share of any subsequent LIBO Rate Loan shall, at its optioninstead, either prepay in full all LIBOR be an Alternate Base Rate Loans of Loan unless such Bank then outstanding, or convert all such Loans to ABR Loans, on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as required by law), accompanied, in the case of any prepayments, by interest accrued thereon and any amounts payable under Section 3.7(a). Each Bank agrees that it will use reasonable efforts to designate a different lending office for the LIBOR Rate Loans due to it affected by this Section 3.8, if such designation will avoid the illegality described in this Section 3.8 so long as such designation will not be disadvantageous to such Bank as determined by such Bank in its sole discretion acting in good faithdeclaration is subsequently withdrawn. (b) For purposes of this Section 3.8, a A notice to the Borrower (with a copy to the Administrative Agent) Parent by any Bank Lender pursuant to paragraph (a) above shall be effective for purposes of clause (ii) thereof, if lawful, on the last day of the current Interest Period for each outstanding LIBO Rate Loan; and in all other cases, on the date of receipt thereof of such notice by the BorrowerBorrowers.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Bank shall notify the Administrative Agent that it has determined determine in good faith that the introduction of or any change in or in the interpretation by any Governmental Authority or application of any law or regulation by any Governmental Authority (in each case occurring after the date of this Agreement) makes it unlawful, or any central bank or other Governmental Authority asserts after the date of this Agreement that it is unlawful, for any Bank or its applicable lending office to perform its obligations hereunder to make LIBOR Rate Loans or to fund or maintain LIBOR Rate Loans hereunder, (i) the obligation of such Bank to make, or to convert Committed Loans into, or to continue LIBOR Rate Loans as, LIBOR Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist; exist and (ii) the Borrower shall, at its option, either prepay in full all LIBOR Rate Loans of such Bank then outstanding, or convert all such Loans to ABR Loans, on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as required by law), accompanied, in the case of any prepayments, by interest accrued thereon and any amounts payable under Section 3.7(a)thereon. Each Bank agrees that it will use reasonable efforts to designate a different lending office for the LIBOR Rate Loans due to it affected by this Section 3.84.9, if such designation will avoid the illegality described in this Section 3.8 4.9 so long as such designation will not be disadvantageous to such Bank as determined by such Bank in its sole discretion acting in good faith. (b) For purposes of this Section 3.84.9, a notice to the Borrower (with a copy to the Administrative Agent) by any Bank pursuant to paragraph (a) above shall be effective on the date of receipt thereof by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Bank shall notify the Administrative Agent that it has determined in good faith that the introduction of or any change in or in the interpretation or application of any law or regulation by any Governmental Authority (in each case occurring after the date of this Agreement) makes it unlawful, or any central bank or other Governmental Authority asserts after the date of this Agreement that it is unlawful, for any Bank or its applicable lending office to perform its obligations hereunder to make LIBOR Rate Loans or to fund or maintain LIBOR Rate Loans hereunder, (i) the obligation of such Bank to make, or to convert Committed Loans into, or to continue LIBOR Rate Loans as, LIBOR Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist; (ii) the Borrower shall, at its option, either prepay in full all LIBOR Rate Loans of such Bank then outstanding, or convert all such Loans to ABR Loans, on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as required by law), accompanied, in the case of any prepayments, by interest accrued thereon and any amounts payable under Section 3.7(a4.7(a), and (iii) the Borrower shall, with respect to each CAF LIBOR Rate Loan of such Bank, take such action as such Bank shall reasonably request. Each Bank agrees that it will use reasonable efforts to designate a different lending office for the LIBOR Rate Loans due to it affected by this Section 3.84.8, if such designation will avoid the illegality described in this Section 3.8 4.8 so long as such designation will not be disadvantageous to such Bank as determined by such Bank in its sole discretion acting in good faith. (b) For purposes of this Section 3.8, a notice to the Borrower (with a copy to the Administrative Agent) by any Bank pursuant to paragraph (a) above shall be effective on the date of receipt thereof by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Bank shall notify the Administrative Agent that it has determined in good faith that the introduction of or any change in or in the interpretation or application of any law or regulation by any Governmental Authority (in each case occurring after the date of this Agreement) makes it unlawful, or any central bank or other Governmental Authority asserts after the date of this Agreement that it is unlawful, for any Bank or its applicable lending office to perform its obligations hereunder to make LIBOR Eurodollar Rate Loans or to fund or maintain LIBOR Eurodollar Rate Loans hereunder, (i) the obligation of such Bank to make, or to convert Loans into, or to continue LIBOR Eurodollar Rate Loans as, LIBOR Eurodollar Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist; (ii) the Borrower shall, at its option, either prepay in full all LIBOR Eurodollar Rate Loans of such Bank then outstanding, or convert all such Loans to ABR Loans, on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as required by law), accompanied, in the case of any prepayments, by interest accrued thereon and any amounts payable under Section 3.7(a). Each Bank agrees that it will use reasonable efforts to designate a different lending office for the LIBOR Eurodollar Rate Loans due to it such Bank that are affected by this Section 3.8, if such designation will avoid the illegality described in this Section 3.8 so long as such designation will not be disadvantageous to such Bank as determined by such Bank in its sole discretion acting in good faith. (b) For purposes of this Section 3.8, a notice to the Borrower (with a copy to the Administrative Agent) by any Bank pursuant to paragraph (a) above shall be effective on the date of receipt thereof by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Bank shall notify the Administrative Agent that it has determined determine in good faith that the introduction of or any change in or in the interpretation by any Governmental Authority or application of any law or regulation by any Governmental Authority (in each case occurring after the date of this Agreement) makes it unlawful, or any central bank or other Governmental Authority asserts after the date of this Agreement that it is unlawful, for any Bank or its applicable lending office to perform its obligations hereunder to make LIBOR Rate Loans or to fund or maintain LIBOR Rate Loans hereunder, (i) the obligation of such Bank to make, or to convert Committed Loans into, or to continue LIBOR Rate Loans as, LIBOR Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist; (ii) the Borrower shall, at its option, either prepay in full all LIBOR Rate Loans of such Bank then outstanding, or convert all such Loans to ABR Loans, on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as required by law), accompanied, in the case of any prepayments, by interest accrued thereon and any amounts payable under Section 3.7(a)(iii) the Borrower shall, with respect to each CAF LIBOR Rate Loan of such Bank, take such action as such Bank shall reasonably request. Each Bank agrees that it will use reasonable efforts to designate a different lending office for the LIBOR Rate Loans due to it affected by this Section 3.84.9, if such designation will avoid the illegality described in this Section 3.8 4.9 so long as such designation will not be disadvantageous to such Bank as determined by such Bank in its sole discretion acting in good faith. (b) For purposes of this Section 3.84.9, a notice to the Borrower (with a copy to the Administrative Agent) by any Bank pursuant to paragraph (a) above shall be effective on the date of receipt thereof by the Borrower.

Change in Legality. (a) Notwithstanding any other provision of this Agreement, if any Bank shall notify the Administrative Agent that it has determined in good faith that the introduction of or any change in or in the interpretation or application of any law or regulation by any Governmental Authority (in each case occurring after the date of this Agreement) makes it unlawful, or any central bank or other Governmental Authority asserts after the date of this Agreement that it is unlawful, for any Bank or its applicable lending office to perform its obligations hereunder to make LIBOR Rate Loans or to fund or maintain LIBOR Rate Loans hereunder, (i) the obligation of such Bank to make, or to convert Committed Loans into, or to continue Committed LIBOR Rate Loans as, LIBOR Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist; (ii) the Borrower shall, at its option, either prepay in full all Committed LIBOR Rate Loans of such Bank then outstanding, or convert all such Loans to ABR Loans, on the respective last days of the then current Interest Periods with respect to such Loans (or within such earlier period as required by law), accompanied, in the case of any prepayments, by interest accrued thereon thereon; and any amounts payable under Section 3.7(a)(iii) the Borrower shall, with respect to each CAF LIBOR Rate Loan of such Bank, take such action as such Bank shall reasonably request. Each Bank agrees that it will use reasonable efforts to designate a different lending office for the LIBOR Rate Loans due to it affected by this Section 3.84.9, if such designation will avoid the illegality described 45 40 in this Section 3.8 4.9 so long as such designation will not be disadvantageous to such Bank as determined by such Bank in its sole discretion acting in good faith. (b) For purposes of this Section 3.84.9, a notice to the Borrower (with a copy to the Administrative Agent) by any Bank pursuant to paragraph (a) above shall be effective on the date of receipt thereof by the Borrower.

Change in Legality. (a) avi Notwithstanding any other provision of this Agreementanything to the contrary herein contained, if any Bank shall notify change after the Administrative Agent that it has determined date hereof in good faith that the introduction of any law or any change in regulation or in the interpretation or application of any law or regulation thereof by any Governmental Authority (in each case occurring after governmental authority charged with the date of this Agreement) makes administration or interpretation thereof shall make it unlawful, or any central bank or other Governmental Authority asserts after the date of this Agreement that it is unlawful, unlawful for any Bank to make or its applicable lending office maintain any LIBOR Loan or Competitive LIBO Rate Loan or to perform give effect to its obligations hereunder with respect to make LIBOR Loans or Competitive LIBO Rate Loans or as contemplated hereby, then, by written notice to fund or maintain the Company and to the Agent, such Bank may: (vii declare that LIBOR Loans will not thereafter be made by such Bank hereunder, whereupon any subsequent request for a LIBOR Loan shall, as to such Bank only, be deemed a request for an Alternate Base Loan unless such declaration is subsequently withdrawn; and (viii require that all outstanding LIBOR Loans and Competitive LIBO Rate Loans hereundermade by it be converted to Alternate Base Loans, in which event (iA) the obligation of all such Bank to make, or to convert LIBOR Loans into, or to continue LIBOR Rate Loans as, LIBOR and Competitive LIBO Rate Loans shall be suspended until the Administrative Agent shall notify the Borrower that the circumstances causing such suspension no longer exist; (ii) the Borrower shall, at its option, either prepay in full all LIBOR Rate automatically converted to Alternate Base Loans of such Bank then outstanding, or convert all such Loans to ABR Loans, on the respective last days as of the last day of the Interest Period then current Interest Periods with respect to such Loans (or within such earlier period as applicable thereto or, if so required by law), accompanied, as of the effective date of such notice as provided in the case of any prepayments, by interest accrued thereon and any amounts payable under Section 3.7(a). Each Bank agrees that it will use reasonable efforts to designate a different lending office for the LIBOR Rate Loans due to it affected by this Section 3.8, if such designation will avoid the illegality described in this Section 3.8 so long as such designation will not be disadvantageous to such Bank as determined by such Bank in its sole discretion acting in good faith. paragraph (b) below and (B) all payments and prepayments of principal which would otherwise have been applied to repay the converted LIBOR Loans and Competitive LIBO Rate Loans shall instead be applied to repay the Alternate Base Loans resulting from the conversion of such LIBOR Loans and Competitive LIBO Rate Loans. (b For purposes of this Section 3.82.14, a notice to the Borrower (with a copy to the Administrative Agent) Company by any Bank pursuant to paragraph (a) above shall be effective on the date of receipt thereof by the BorrowerCompany.