THE EXTENT ARISING FROM
SUCH LENDER'S FAILURE TO ACT IN GOOD FAITH IN PROMPTLY NOTIFYING SUCH BORROWER
THEREOF WITHIN 45 DAYS FROM THE DATE ON WHICH SUCH LENDER BECAME AWARE OF SUCH
PENALTIES, INTEREST OR OTHER LIABILITIES.
PAYMENT BY ANY BORROWER UNDER THIS
SECTION SHALL BE MADE WITHIN 30 DAYS FROM THE DATE ANY LENDER MAKES WRITTEN
DEMAND FOR INDEMNIFICATION HEREUNDER, WHICH DEMAND SHALL SET FORTH IN REASONABLE
DETAIL THE CALCULATION OF THE AMOUNT BEING REQUESTED FROM SUCH BORROWER.
IF A
LENDER SHALL BECOME AWARE THAT IT IS ENTITLED TO RECEIVE A REFUND OR CREDIT FROM
A RELEVANT GOVERNMENTAL AUTHORITY DIRECTLY ATTRIBUTABLE TO APPLICABLE TAXES AS
TO WHICH IT HAS BEEN INDEMNIFIED BY ANY BORROWER PURSUANT TO THIS SECTION, IT
SHALL PROMPTLY NOTIFY SUCH BORROWER OF THE AVAILABILITY OF SUCH REFUND OR CREDIT
AND SHALL, WITHIN 30 DAYS AFTER RECEIPT OF A REQUEST BY SUCH BORROWER (WHETHER
AS A RESULT OF NOTIFICATION THAT IT HAS MADE TO SUCH BORROWER OR OTHERWISE),
MAKE A CLAIM TO SUCH GOVERNMENTAL AUTHORITY FOR SUCH REFUND OR CREDIT AT SUCH
BORROWER'S EXPENSE SO LONG AS MAKING SUCH A CLAIM IS NOT INCONSISTENT WITH SUCH
LENDER'S INTERNAL POLICIES AND IS NOT DISADVANTAGEOUS TO SUCH LENDER.
SECTION 3.02.
ILLEGALITY.
(A)
IF ANY LENDER SHALL DETERMINE THAT THE
INTRODUCTION OF ANY REQUIREMENT OF LAW AFTER THE DATE HEREOF, OR ANY CHANGE IN
ANY REQUIREMENT OF LAW OR IN THE INTERPRETATION OR ADMINISTRATION THEREOF AFTER
THE DATE HEREOF, HAS MADE IT UNLAWFUL,
45
OR THAT ANY CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY HAS ASSERTED AFTER THE
DATE HEREOF THAT IT IS UNLAWFUL, FOR SUCH LENDER OR ITS LENDING OFFICE TO MAKE
IBOR LOANS, THEN, ON NOTICE THEREOF BY SUCH LENDER TO THE COMPANY (WITH A COPY
TO THE ADMINISTRATIVE AGENT), THE OBLIGATION OF SUCH LENDER TO MAKE IBOR LOANS
SHALL BE SUSPENDED UNTIL SUCH LENDER SHALL HAVE NOTIFIED THE COMPANY (WITH A
COPY TO THE ADMINISTRATIVE AGENT) THAT THE CIRCUMSTANCES GIVING RISE TO SUCH
DETERMINATION NO LONGER EXIST; PROVIDED, THAT, IF THE DESIGNATION OF AN
ALTERNATIVE BRANCH OR LENDING OFFICE OF THE LENDER WILL PERMIT THE LENDER TO
MAKE OR MAINTAIN SUCH IBOR LOANS, THE LENDER WILL DESIGNATE SUCH ALTERNATIVE
BRANCH OR LENDING OFFICE, SUBJECT TO ITS DETERMINATION THAT SUCH DESIGNATION IS
NOT DISADVANTAGEOUS TO SUCH LENDER.
(B)
IF ANY LENDER SHALL DETERMINE THAT IT IS
UNLAWFUL TO MAINTAIN ANY IBOR LOAN, THE APPLICABLE BORROWER SHALL PREPAY IN FULL
ALL IBOR LOANS THEN OUTSTANDING, TOGETHER WITH INTEREST ACCRUED THEREON, EITHER
ON THE LAST DAY OF THE INTEREST PERIOD THEREOF IF SUCH LENDER MAY LAWFULLY
CONTINUE TO MAINTAIN SUCH IBOR LOANS TO SUCH DAY, OR IMMEDIATELY, IF THE LENDER
MAY NOT LAWFULLY CONTINUE TO MAINTAIN SUCH IBOR LOANS, TOGETHER WITH ANY AMOUNTS
REQUIRED TO BE PAID IN CONNECTION THEREWITH PURSUANT TO SECTION 3.05.
SECTION 3.03.
INCREASED COSTS AND REDUCTION OF RETURN.
IF ANY LENDER SHALL
DETERMINE THAT, DUE TO EITHER (I) THE INTRODUCTION OF OR ANY CHANGE (OTHER THAN
ANY CHANGE BY WAY OF IMPOSITION OF OR INCREASE IN