THE
AGREEMENTS IN THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND
THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
(E)
IF THE BORROWER IS REQUIRED TO PAY
ADDITIONAL AMOUNTS TO ANY LENDER OR THE ADMINISTRATIVE AGENT PURSUANT TO
SECTION 3.1(C), THEN UPON WRITTEN REQUEST OF THE BORROWER SUCH LENDER SHALL USE
REASONABLE EFFORTS (CONSISTENT WITH LEGAL AND REGULATORY RESTRICTIONS) TO CHANGE
THE JURISDICTION OF ITS LENDING OFFICE SO AS TO ELIMINATE ANY SUCH ADDITIONAL
PAYMENT BY THE BORROWER WHICH MAY THEREAFTER ACCRUE, IF SUCH CHANGE IN THE
JUDGMENT OF SUCH LENDER IS NOT OTHERWISE DISADVANTAGEOUS TO SUCH LENDER.
(F)
NO LENDER THAT IS REQUIRED TO COMPLY WITH
SECTION 10.10 SHALL BE ENTITLED TO ANY INDEMNIFICATION UNDER THIS SECTION 3.1 IF
THE OBLIGATION WITH RESPECT TO WHICH INDEMNIFICATION IS SOUGHT WOULD NOT HAVE
ARISEN BUT FOR A FAILURE OF THE AFFECTED LENDER TO COMPLY WITH SUCH
SECTION 10.10.
3.2
Illegality.
(A)
IF ANY LENDER DETERMINES THAT THE
INTRODUCTION OF ANY REQUIREMENT OF LAW, OR ANY CHANGE IN ANY REQUIREMENT OF LAW,
OR IN THE INTERPRETATION OR ADMINISTRATION OF ANY REQUIREMENT OF LAW, HAS MADE
IT UNLAWFUL, OR THAT ANY CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY HAS
ASSERTED THAT IT IS UNLAWFUL, FOR ANY LENDER OR ITS APPLICABLE LENDING OFFICE TO
MAKE LIBO RATE LOANS, THEN, ON NOTICE THEREOF BY THE LENDER TO THE BORROWER
THROUGH THE ADMINISTRATIVE AGENT, ANY OBLIGATION OF THAT LENDER TO MAKE LIBO
RATE LOANS SHALL BE SUSPENDED UNTIL SUCH LENDER NOTIFIES THE ADMINISTRATIVE
AGENT AND THE BORROWER THAT THE CIRCUMSTANCES GIVING RISE TO SUCH DETERMINATION
NO LONGER EXIST.
(B)
IF A LENDER DETERMINES THAT IT IS UNLAWFUL
TO MAINTAIN ANY LIBO RATE LOAN, THE BORROWER SHALL, UPON ITS RECEIPT OF NOTICE
OF SUCH FACT AND DEMAND FROM SUCH LENDER (WITH A COPY TO THE ADMINISTRATIVE
AGENT), PREPAY IN FULL SUCH LIBO RATE LOANS OF THAT LENDER THEN OUTSTANDING,
TOGETHER WITH INTEREST ACCRUED THEREON AND AMOUNTS REQUIRED UNDER SECTION 3.4,
EITHER ON THE LAST DAY OF THE INTEREST PERIOD THEREOF, IF THE
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LENDER MAY LAWFULLY CONTINUE TO MAINTAIN SUCH LIBO RATE LOANS TO SUCH DAY, OR
IMMEDIATELY, IF THE LENDER MAY NOT LAWFULLY CONTINUE TO MAINTAIN SUCH LIBO RATE
LOAN.
IF THE BORROWER IS REQUIRED TO SO PREPAY ANY LIBO RATE LOAN, THEN
CONCURRENTLY WITH SUCH PREPAYMENT, THE BORROWER SHALL BORROW FROM THE AFFECTED
LENDER, IN THE AMOUNT OF SUCH REPAYMENT, A BASE RATE LOAN.
(C)
IF THE OBLIGATION OF ANY LENDER TO MAKE OR
MAINTAIN LIBO RATE LOANS HAS BEEN SO TERMINATED OR SUSPENDED, ALL LOANS WHICH
WOULD OTHERWISE BE MADE BY THE LENDER AS LIBO RATE LOANS SHALL BE INSTEAD BASE
RATE LOANS.
(D)
BEFORE GIVING ANY NOTICE TO THE
ADMINISTRATIVE AGENT UNDER THIS SECTION 3.2, THE AFFECTED LENDER SHALL DESIGNATE
A DIFFERENT LENDING OFFICE WITH RESPECT TO ITS LIBO RATE LOANS IF SUCH
DESIGNATION WILL AVOID THE NEED FOR GIVING SUCH NOTICE OR MAKING SUCH DEMAND AND
WILL NOT, IN THE JUDGMENT OF SUCH LENDER, BE ILLEGAL OR