BORROWER'S EXPENSE (BUT SHALL HAVE NO OBLIGATION TO DISCLOSE ANY CONFIDENTIAL
INFORMATION WITH RESPECT TO SUCH LENDER).
NO LENDER SHALL HAVE ANY OBLIGATION
TO CONTEST ANY TAX OR OTHER TAX, EXCEPT TO COOPERATE WITH THE BORROWERS IN ANY
CONTEST REQUESTED BY A BORROWER AS PROVIDED HEREIN.
IF ANY LENDER BECOMES AWARE
THAT IT HAS RECEIVED A REFUND FOR ANY TAX OR OTHER TAX FOR WHICH A PAYMENT HAS
BEEN MADE TO IT BY THE BORROWERS UNDER THIS SECTION, WHICH IN THE GOOD FAITH
JUDGMENT OF SUCH LENDER IS ALLOCABLE TO SUCH PAYMENT, THE AMOUNT OF SUCH REFUND
SHALL BE PAID TO THE APPLICABLE BORROWER(S) TO THE EXTENT THAT SUCH BORROWER(S)
HAVE PAID IN FULL THE PAYMENTS REQUIRED BY THIS SECTION 4.1
(E)
IF A BORROWER IS REQUIRED TO PAY ADDITIONAL AMOUNTS TO ANY LENDER
OR THE AGENT PURSUANT TO SUBSECTION (C) OF THIS SECTION, THEN 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 SUCH BORROWER WHICH MAY THEREAFTER ACCRUE, IF SUCH CHANGE
IN THE JUDGMENT OF SUCH LENDER IS NOT OTHERWISE DISADVANTAGEOUS TO SUCH LENDER.
4.2
Illegality.
(A)
IF ANY REVOLVING CREDIT 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 REVOLVING CREDIT LENDER OR ITS APPLICABLE LENDING
OFFICE TO MAKE LIBOR RATE LOANS, THEN, ON NOTICE THEREOF BY THAT REVOLVING
CREDIT LENDER TO THE BORROWERS THROUGH THE AGENT, ANY OBLIGATION OF THAT
REVOLVING CREDIT LENDER TO MAKE LIBOR RATE LOANS SHALL BE SUSPENDED UNTIL THAT
REVOLVING CREDIT LENDER NOTIFIES THE AGENT AND THE BORROWERS THAT THE
CIRCUMSTANCES GIVING RISE TO SUCH DETERMINATION NO LONGER EXIST.
(B)
IF A REVOLVING CREDIT LENDER DETERMINES THAT IT IS UNLAWFUL TO
MAINTAIN ANY LIBOR RATE LOAN, THE BORROWERS SHALL, UPON RECEIPT OF NOTICE OF
SUCH FACT AND DEMAND FROM SUCH REVOLVING CREDIT LENDER (WITH A COPY TO THE
AGENT), PREPAY IN FULL SUCH LIBOR RATE LOANS OF THAT REVOLVING CREDIT LENDER
THEN OUTSTANDING, TOGETHER WITH INTEREST ACCRUED THEREON AND AMOUNTS REQUIRED
UNDER SECTION 4.4, EITHER ON THE LAST DAY OF THE INTEREST PERIOD THEREOF, IF
THAT REVOLVING CREDIT LENDER MAY LAWFULLY CONTINUE TO MAINTAIN SUCH LIBOR RATE
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LOANS TO SUCH DAY, OR IMMEDIATELY, IF THAT REVOLVING CREDIT LENDER MAY NOT
LAWFULLY CONTINUE TO MAINTAIN SUCH LIBOR RATE LOANS.
IF THE BORROWERS ARE
REQUIRED TO SO PREPAY ANY LIBOR RATE LOANS, THEN CONCURRENTLY WITH SUCH
PREPAYMENT, THE APPLICABLE BORROWER SHALL BORROW FROM THE AFFECTED REVOLVING
CREDIT LENDER, IN THE AMOUNT OF SUCH REPAYMENT, A BASE RATE LOAN.
4.3
Increased Costs and Reduction of Return.
(A)
IF ANY LENDER DETERMINES THAT DUE TO EITHER (I) THE INTRODUCTION
OF ANY REQUIREMENT OF LAW, OR ANY CHANGE IN ANY REQUIREMENT OF LAW, OR