Common use of Changes in Law Rendering Fixed Rate Loans Unlawful Clause in Contracts

Changes in Law Rendering Fixed Rate Loans Unlawful. If at any time any Change in Law shall make it unlawful for any Bank to fund any Fixed Rate Loan that it is committed to make hereunder in any Alternate Currency or Dollars, as the case may be, the commitment of such Bank to fund such Fixed Rate Loan shall, upon the happening of such event, forthwith be suspended for the duration of such illegality, and such Bank shall by written notice to Borrowers and Agent declare that its commitment with respect to such Fixed Rate Loan has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify Borrowers and Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar or Alternate Currency market, as the case may be, of any Fixed Rate Loan previously made by it hereunder, such Bank shall, upon the happening of such event, notify Borrowers, Agent and the other Banks thereof in writing stating the reasons therefor, and the appropriate Borrower shall, on the earlier of (a) the last day of the then current Interest Period or (b) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, either convert such Fixed Rate Loan (if a Eurodollar Loan) to a Base Rate Loan or prepay such Fixed Rate Loan to the Banks in full. Any such prepayment or conversion shall be subject to the prepayment fees described in Section 2.05 hereof. In addition, if, in any applicable jurisdiction, Agent or any Bank determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Agent or any Bank to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund or maintain its participation in any Loan or (iii) issue, make, maintain, fund or charge interest with respect to any Loan to any Foreign Borrower who such Person shall promptly notify Agent, then, upon Agent notifying Borrowers, and until such notice by such Person is revoked, any obligation of such Person to issue, make, maintain, fund or charge interest with respect to any such Loan shall be suspended, and to the extent required by applicable law, cancelled. Upon receipt of such notice, the Borrowers shall (A) repay that Person’s participation in the Loans or other applicable Debt on the last day of the Interest Period for each Loan or other Debt occurring after Agent has notified Borrowers or, if earlier, the date specified by such Person in the notice delivered to Agent (being no earlier than the last day of any applicable grace period permitted by applicable law) and (B) take all reasonable actions requested by such Person to mitigate or avoid such illegality.

Changes in Law Rendering Fixed Rate Loans Unlawful. If at any time any Change new law, treaty or regulation, or any change in Law any existing law, treaty or regulation, or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Bank Lender to fund any Fixed Rate Loan that it is committed to make hereunder in any Alternate Currency or Dollars, as the case may be, the commitment of such Bank Lender to fund such Fixed Rate Loan shall, upon the happening of such event, forthwith be suspended for the duration of such illegality, and such Bank Lender shall by written notice to Borrowers Borrower and Agent declare that its commitment with respect to such Fixed Rate Loan has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank Lender shall similarly notify Borrowers Borrower and Agent. If any such change shall make it unlawful for any Bank Lender to continue in effect the funding in the applicable Eurodollar or Alternate Currency market, as the case may be, of any Fixed Rate Loan previously made by it hereunder, such Bank Lender shall, upon the happening of such event, notify BorrowersBorrower, Agent and the other Banks Lenders thereof in writing stating the reasons therefor, and the appropriate Borrower shall, on the earlier of (a) the last day of the then current Interest Period or (b) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, either convert such Fixed Rate Loan (if a Eurodollar Loan) to a Base Rate Loan or prepay such Fixed Rate Loan to the Banks Lenders in full. Any such prepayment or conversion shall be subject to the prepayment fees described in Section 2.05 2.08 hereof. In addition, if, in any applicable jurisdiction, Agent or any Bank determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Agent or any Bank to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund or maintain its participation in any Loan or (iii) issue, make, maintain, fund or charge interest with respect to any Loan to any Foreign Borrower who such Person shall promptly notify Agent, then, upon Agent notifying Borrowers, and until such notice by such Person is revoked, any obligation of such Person to issue, make, maintain, fund or charge interest with respect to any such Loan shall be suspended, and to the extent required by applicable law, cancelled. Upon receipt of such notice, the Borrowers shall (A) repay that Person’s participation in the Loans or other applicable Debt on the last day of the Interest Period for each Loan or other Debt occurring after Agent has notified Borrowers or, if earlier, the date specified by such Person in the notice delivered to Agent (being no earlier than the last day of any applicable grace period permitted by applicable law) and (B) take all reasonable actions requested by such Person to mitigate or avoid such illegality.

Changes in Law Rendering Fixed Rate Loans Unlawful. If If, at any time time, any Change new law, treaty or regulation, or any change in Law any existing law, treaty or regulation, or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Bank Lender to fund any Fixed Rate Loan that it is committed to make hereunder with moneys obtained in any Alternate Currency or Dollars, as the case may beeurodollar market, the commitment of such Bank Lender to fund such Fixed Rate Loan shall, upon the happening of such event, event forthwith be suspended for the duration of such illegality, and such Bank Lender shall by written notice to the affected Borrowers and the Global Agent declare that its commitment with respect to such Fixed Rate Loan has shall have been so suspended and, if and when such illegality ceases shall cease to exist, such suspension shall cease and such Bank Lender shall similarly notify Borrowers Borrower and the Global Agent. If any such change shall make it unlawful for any Bank Lender to continue in effect the funding in the applicable Eurodollar or Alternate Currency market, as the case may be, eurodollar market of any Fixed Rate Loan previously made by it hereunder, such Bank Lender shall, upon the happening of such event, notify BorrowersBorrower, the Global Agent and the other Banks appropriate Lenders thereof in writing writing, stating the reasons therefor, and the appropriate Borrower shall, on the earlier of (a) the last day of the then current Interest Period or (b) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, either convert such Fixed Rate Loan, if such Fixed Rate Loan (if shall be a Eurodollar Loan) , to a Base Rate Loan or prepay such Fixed Rate Loan to the Banks appropriate Lenders in full. Any such prepayment or conversion shall be subject to the prepayment fees described in Section 2.05 2.5 hereof. In addition, if, in any applicable jurisdiction, Agent or any Bank determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Agent or any Bank to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund or maintain its participation in any Loan or (iii) issue, make, maintain, fund or charge interest with respect to any Loan to any Foreign Borrower who such Person shall promptly notify Agent, then, upon Agent notifying Borrowers, and until such notice by such Person is revoked, any obligation of such Person to issue, make, maintain, fund or charge interest with respect to any such Loan shall be suspended, and to the extent required by applicable law, cancelled. Upon receipt of such notice, the Borrowers shall (A) repay that Person’s participation in the Loans or other applicable Debt on the last day of the Interest Period for each Loan or other Debt occurring after Agent has notified Borrowers or, if earlier, the date specified by such Person in the notice delivered to Agent (being no earlier than the last day of any applicable grace period permitted by applicable law) and (B) take all reasonable actions requested by such Person to mitigate or avoid such illegality.

Changes in Law Rendering Fixed Rate Loans Unlawful. If at any time any Change new law, treaty or regulation, or any change in Law any existing law, treaty or regulation, or any Table of Contents interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Bank Lender to fund any Fixed Rate Loan that it is committed to make hereunder in any Alternate Currency or Dollars, as the case may be, the commitment of such Bank Lender to fund such Fixed Rate Loan shall, upon the happening of such event, forthwith be suspended for the duration of such illegality, and such Bank Lender shall by written notice to Borrowers Borrower and Agent declare that its commitment with respect to such Fixed Rate Loan has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank Lender shall similarly notify Borrowers Borrower and Agent. If any such change shall make it unlawful for any Bank Lender to continue in effect the funding in the applicable Eurodollar or Alternate Currency market, as the case may be, of any Fixed Rate Loan previously made by it hereunder, such Bank Lender shall, upon the happening of such event, notify BorrowersBorrower, Agent and the other Banks Lenders thereof in writing stating the reasons therefor, and the appropriate Borrower shall, on the earlier of (a) the last day of the then current Interest Period or (b) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, either convert such Fixed Rate Loan (if a Eurodollar Loan) to a Base Rate Loan or prepay such Fixed Rate Loan to the Banks Lenders in full. Any such prepayment or conversion shall be subject to the prepayment fees described in Section 2.05 2.08 hereof. In addition, if, in any applicable jurisdiction, Agent or any Bank determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Agent or any Bank to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund or maintain its participation in any Loan or (iii) issue, make, maintain, fund or charge interest with respect to any Loan to any Foreign Borrower who such Person shall promptly notify Agent, then, upon Agent notifying Borrowers, and until such notice by such Person is revoked, any obligation of such Person to issue, make, maintain, fund or charge interest with respect to any such Loan shall be suspended, and to the extent required by applicable law, cancelled. Upon receipt of such notice, the Borrowers shall (A) repay that Person’s participation in the Loans or other applicable Debt on the last day of the Interest Period for each Loan or other Debt occurring after Agent has notified Borrowers or, if earlier, the date specified by such Person in the notice delivered to Agent (being no earlier than the last day of any applicable grace period permitted by applicable law) and (B) take all reasonable actions requested by such Person to mitigate or avoid such illegality.

Changes in Law Rendering Fixed Rate Loans Unlawful. If at any time any Change new law, treaty or regulation, or any change in Law any existing law, treaty or regulation, or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Bank to fund any Fixed Rate Loan that it is committed to make hereunder in any Alternate Currency or Dollars, as the case may be, the commitment of such Bank to fund such Fixed Rate Loan shall, upon the happening of such event, forthwith be suspended for the duration of such illegality, and such Bank shall by written notice to Borrowers and Agent declare that its commitment with respect to such Fixed Rate Loan has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify Borrowers and Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar or Alternate Currency market, as the case may be, of any Fixed Rate Loan previously made by it hereunder, such Bank shall, upon the happening of such event, notify Borrowers, Agent and the other Banks thereof in writing stating the reasons therefor, and the appropriate Borrower shall, on the earlier of (a) the last day of the then current Interest Period or (b) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, either convert such Fixed Rate Loan (if a Eurodollar Loan) to a Base Rate Loan or prepay such Fixed Rate Loan to the Banks in full. Any such prepayment or conversion shall be subject to the prepayment fees described in Section 2.05 hereof. In addition, if, in any applicable jurisdiction, Agent or any Bank determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Agent or any Bank to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund or maintain its participation in any Loan or (iii) issue, make, maintain, fund or charge interest with respect to any Loan to any Foreign Borrower who such Person shall promptly notify Agent, then, upon Agent notifying Borrowers, and until such notice by such Person is revoked, any obligation of such Person to issue, make, maintain, fund or charge interest with respect to any such Loan shall be suspended, and to the extent required by applicable law, cancelled. Upon receipt of such notice, the Borrowers shall (A) repay that Person’s participation in the Loans or other applicable Debt on the last day of the Interest Period for each Loan or other Debt occurring after Agent has notified Borrowers or, if earlier, the date specified by such Person in the notice delivered to Agent (being no earlier than the last day of any applicable grace period permitted by applicable law) and (B) take all reasonable actions requested by such Person to mitigate or avoid such illegality.

Changes in Law Rendering Fixed Rate Loans Unlawful. If at any time any Change new law, treaty or regulation, or any change in Law any existing law, treaty or regulation, or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Bank to fund any Fixed Rate Loan that it is committed to make hereunder with moneys obtained in any Alternate Currency or Dollars, as the case may beeurodollar market, the commitment of such Bank to fund such Fixed Rate Loan shall, upon the happening of such event, event forthwith be suspended for the duration of such illegality, and such Bank shall by written notice to the affected Borrowers and Agent declare that its commitment with respect to such Fixed Rate Loan has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify Borrowers and Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar or Alternate Currency market, as the case may be, eurodollar market of any Fixed Rate Loan previously made by it hereunder, such Bank shall, upon the happening of such event, notify Borrowers, Agent and the other Banks thereof in writing stating the reasons therefor, and the appropriate Borrower Borrowers shall, on the earlier of (a) the last day of the then current Interest Period or (b) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, either convert such Fixed Rate Loan (if a Eurodollar Loan) to a Base Rate Loan or prepay such Fixed Rate Loan to the Banks in full. Any such prepayment or conversion shall be subject to the prepayment fees described in Section 2.05 2.6 hereof. In addition, if, in any applicable jurisdiction, Agent or any Bank determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Agent or any Bank to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund or maintain its participation in any Loan or (iii) issue, make, maintain, fund or charge interest with respect to any Loan to any Foreign Borrower who such Person shall promptly notify Agent, then, upon Agent notifying Borrowers, and until such notice by such Person is revoked, any obligation of such Person to issue, make, maintain, fund or charge interest with respect to any such Loan shall be suspended, and to the extent required by applicable law, cancelled. Upon receipt of such notice, the Borrowers shall (A) repay that Person’s participation in the Loans or other applicable Debt on the last day of the Interest Period for each Loan or other Debt occurring after Agent has notified Borrowers or, if earlier, the date specified by such Person in the notice delivered to Agent (being no earlier than the last day of any applicable grace period permitted by applicable law) and (B) take all reasonable actions requested by such Person to mitigate or avoid such illegality.

Changes in Law Rendering Fixed Rate Loans Unlawful. If at any time any Change new law, treaty or regulation, or any change in Law any existing law, treaty or regulation, or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Bank to fund any Fixed Rate Loan that it is committed to make hereunder in any Alternate Currency or Dollars, as the case may be, the commitment of such Bank to fund such Fixed Rate Loan shall, upon the happening of such event, forthwith be suspended for the duration of such illegality, and such Bank shall by written notice to Borrowers Borrower and Agent declare that its commitment with respect to such Fixed Rate Loan has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify Borrowers Borrower and Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar or Alternate Currency market, as the case may be, of any Fixed Rate Loan previously made by it hereunder, such Bank shall, upon the happening of such event, notify BorrowersBorrower, Agent and the other Banks thereof in writing stating the reasons therefor, and the appropriate Borrower shall, on the earlier of (a) the last day of the then current Interest Period or (b) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, either convert such Fixed Rate Loan (if a Eurodollar Loan) to a Base Rate Loan or prepay such Fixed Rate Loan to the Banks in full. Any such prepayment or conversion shall be subject to the prepayment fees described in Section 2.05 2.04 hereof. In addition, if, in any applicable jurisdiction, Agent or any Bank determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Agent or any Bank to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund or maintain its participation in any Loan or (iii) issue, make, maintain, fund or charge interest with respect to any Loan to any Foreign Borrower who such Person shall promptly notify Agent, then, upon Agent notifying Borrowers, and until such notice by such Person is revoked, any obligation of such Person to issue, make, maintain, fund or charge interest with respect to any such Loan shall be suspended, and to the extent required by applicable law, cancelled. Upon receipt of such notice, the Borrowers shall (A) repay that Person’s participation in the Loans or other applicable Debt on the last day of the Interest Period for each Loan or other Debt occurring after Agent has notified Borrowers or, if earlier, the date specified by such Person in the notice delivered to Agent (being no earlier than the last day of any applicable grace period permitted by applicable law) and (B) take all reasonable actions requested by such Person to mitigate or avoid such illegality.

Changes in Law Rendering Fixed Rate Loans Unlawful. If at any time any Change in Law shall make it unlawful for any Bank to fund any Fixed Rate Loan that it is committed to make hereunder in any Alternate Currency or Dollars, as the case may be, the commitment of such Bank to fund such Fixed Rate Loan shall, upon the happening of such event, forthwith be suspended for the duration of such illegality, and such Bank shall by written notice to Borrowers and Agent declare that its commitment with respect to such Fixed Rate Loan has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank shall similarly notify Borrowers and Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the applicable Eurodollar or Alternate Currency market, as the case may be, of any Fixed Rate Loan previously made by it hereunder, such Bank shall, upon the happening of such event, notify Borrowers, Agent and the other Banks thereof in writing stating the reasons therefor, and the appropriate Borrower shall, on the earlier of (a) the last day of the then current Interest Period or (b) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, either convert such Fixed Rate Loan (if a Eurodollar Loan) to a Base Rate Loan or prepay such Fixed Rate Loan to the Banks in full. Any such prepayment or conversion shall be subject to the prepayment fees described in Section 2.05 hereof. In addition, if, in any applicable jurisdiction, Agent or any Bank determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Agent or any Bank to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund or maintain its participation in any Loan or (iii) issue, make, maintain, fund or charge interest with respect to any Loan to any Foreign Borrower who such Person shall promptly notify Agent, then, upon Agent notifying Borrowers, and until such notice by such Person is revoked, any obligation of such Person to issue, make, maintain, fund or charge interest with respect to any such Loan shall be suspended, and to the extent required by applicable law, cancelled. Upon receipt of such notice, the Borrowers shall (A) repay that Person’s participation in the Loans or other applicable Debt on the last day of the Interest Period for each Loan or other Debt occurring after Agent has notified Borrowers or, if earlier, the date specified by such Person in the notice delivered to Agent (being no earlier than the last day of any applicable grace period permitted by applicable law) and (B) take all reasonable actions requested by such Person to mitigate or avoid such illegality.

Changes in Law Rendering Fixed Rate Loans Unlawful. If at any time any Change in Law shall make it unlawful for any Bank Lender to fund any Fixed Rate Loan that it is committed to make hereunder in any Alternate Currency or Dollars, as the case may be, the commitment of such Bank Lender to fund such Fixed Rate Loan shall, upon the happening of such event, forthwith be suspended for the duration of such illegality, and such Bank Lender shall by written notice to Borrowers Borrower and Agent declare that its commitment with respect to such Fixed Rate Loan has been so suspended and, if and when such illegality ceases to exist, such suspension shall cease and such Bank Lender shall similarly notify Borrowers Borrower and Agent. If any such change shall make it unlawful for any Bank Lender to continue in effect the funding in the applicable Eurodollar or Alternate Currency market, as the case may be, of any Fixed Rate Loan previously made by it hereunder, such Bank Lender shall, upon the happening of such event, notify BorrowersBorrower, Agent and the other Banks Lenders thereof in writing stating the reasons therefor, and the appropriate Borrower shall, on the earlier of (a) the last day of the then current Interest Period or (b) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, either convert such Fixed Rate Loan (if a Eurodollar Loan) to a Base Rate Loan or prepay such Fixed Rate Loan to the Banks Lenders in full. Any such prepayment or conversion shall be subject to the prepayment fees described in Section 2.05 2.08 hereof. In addition, if, in any applicable jurisdiction, Agent or any Bank determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Agent or any Bank to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund or maintain its participation in any Loan or (iii) issue, make, maintain, fund or charge interest with respect to any Loan to any Foreign Borrower who such Person shall promptly notify Agent, then, upon Agent notifying Borrowers, and until such notice by such Person is revoked, any obligation of such Person to issue, make, maintain, fund or charge interest with respect to any such Loan shall be suspended, and to the extent required by applicable law, cancelled. Upon receipt of such notice, the Borrowers shall (A) repay that Person’s participation in the Loans or other applicable Debt on the last day of the Interest Period for each Loan or other Debt occurring after Agent has notified Borrowers or, if earlier, the date specified by such Person in the notice delivered to Agent (being no earlier than the last day of any applicable grace period permitted by applicable law) and (B) take all reasonable actions requested by such Person to mitigate or avoid such illegality.

Changes in Law Rendering Fixed Rate Loans Unlawful. If If, at any time time, any Change new law, treaty or regulation, or any change in Law any existing law, treaty or regulation, or any interpretation thereof by any governmental or other regulatory authority charged with the administration thereof, shall make it unlawful for any Bank to fund any Fixed Rate Loan that it is shall be committed to make hereunder with moneys obtained in eurodollars or any Alternate Currency or DollarsCurrency, as the case may be, in the eurodollar market, the commitment of such Bank to fund such Fixed Rate Loan shall, upon the happening of such event, event forthwith be suspended for the duration of such illegality, and such Bank shall by written notice to Borrowers ASI and Agent declare that its commitment with respect to such Fixed Rate Loan has shall have been so suspended and, if and when such illegality ceases shall cease to exist, such suspension shall cease and such Bank shall similarly notify Borrowers ASI and Agent. If any such change shall make it unlawful for any Bank to continue in effect the funding in the eurodollar or applicable Eurodollar or Alternate Currency market, as the case may be, of any Fixed Rate Loan previously made by it hereunder, such Bank shall, upon the happening of such event, notify BorrowersASI, Agent and the other Banks thereof in writing writing, stating the reasons therefor, and the appropriate Borrower shall, on the earlier of (a) the last day of the then current Interest Period or (b) if required by such law, regulation or interpretation, on such date as shall be specified in such notice, either convert such Fixed Rate Loan (if a Eurodollar Loan) to a Base Rate Loan or prepay such Fixed Rate Loan in full or, with respect to the Banks in fulla Eurodollar Loan, convert such Eurodollar Loan to a Base Rate Loan. Any such prepayment or conversion shall be subject to the prepayment fees described in Section 2.05 2.5 hereof. In addition, if, in any applicable jurisdiction, Agent or any Bank determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for Agent or any Bank to (i) perform any of its obligations hereunder or under any other Loan Document, (ii) to fund or maintain its participation in any Loan or (iii) issue, make, maintain, fund or charge interest with respect to any Loan to any Foreign Borrower who such Person shall promptly notify Agent, then, upon Agent notifying Borrowers, and until such notice by such Person is revoked, any obligation of such Person to issue, make, maintain, fund or charge interest with respect to any such Loan shall be suspended, and to the extent required by applicable law, cancelled. Upon receipt of such notice, the Borrowers shall (A) repay that Person’s participation in the Loans or other applicable Debt on the last day of the Interest Period for each Loan or other Debt occurring after Agent has notified Borrowers or, if earlier, the date specified by such Person in the notice delivered to Agent (being no earlier than the last day of any applicable grace period permitted by applicable law) and (B) take all reasonable actions requested by such Person to mitigate or avoid such illegality.