REPAY THE AMOUNT PAID OVER TO THE BORROWER (PLUS
ANY PENALTIES, INTEREST OR OTHER CHARGES IMPOSED BY THE RELEVANT GOVERNMENTAL
AUTHORITY) TO THE AGENT OR SUCH LENDER IN THE EVENT THE AGENT OR SUCH LENDER IS
REQUIRED TO REPAY SUCH REFUND TO SUCH GOVERNMENTAL AUTHORITY.
THIS PARAGRAPH
(E) SHALL NOT BE CONSTRUED TO REQUIRE THE AGENT OR ANY LENDER TO MAKE AVAILABLE
ITS TAX RETURNS (OR ANY OTHER INFORMATION RELATING TO ITS TAXES THAT IT DEEMS
CONFIDENTIAL) TO THE BORROWER OR ANY OTHER PERSON.
SECTION 3.02
ILLEGALITY.
IF, ON OR AFTER THE DATE OF THIS AGREEMENT, THE
ADOPTION OF ANY APPLICABLE LAW, OR ANY CHANGE IN ANY APPLICABLE LAW, OR ANY
CHANGE IN THE INTERPRETATION OR ADMINISTRATION THEREOF BY ANY GOVERNMENTAL
AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY CHARGED WITH THE INTERPRETATION OR
ADMINISTRATION THEREOF, OR COMPLIANCE BY ANY LENDER (OR ITS APPLICABLE LENDING
OFFICE) WITH ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW)
OF ANY SUCH AUTHORITY, CENTRAL BANK OR COMPARABLE AGENCY SHALL MAKE IT UNLAWFUL
OR IMPOSSIBLE FOR ANY LENDER (OR ITS APPLICABLE LENDING OFFICE) TO MAKE,
MAINTAIN OR FUND ANY OF ITS EURODOLLAR LOANS AND SUCH LENDER SHALL SO NOTIFY THE
ADMINISTRATIVE AGENT, THE ADMINISTRATIVE AGENT SHALL FORTHWITH GIVE NOTICE
THEREOF TO THE OTHER LENDERS AND THE BORROWER, WHEREUPON, UNTIL SUCH LENDER
NOTIFIES THE BORROWER AND THE ADMINISTRATIVE AGENT THAT THE CIRCUMSTANCES GIVING
RISE TO SUCH SUSPENSION NO LONGER EXIST, THE OBLIGATION OF SUCH LENDER TO MAKE
EURODOLLAR LOANS, OR TO CONVERT OUTSTANDING LOANS INTO EURODOLLAR LOANS, SHALL
BE SUSPENDED.
BEFORE GIVING ANY NOTICE TO THE ADMINISTRATIVE AGENT PURSUANT TO
THIS SECTION 3.02, SUCH LENDER SHALL DESIGNATE A DIFFERENT APPLICABLE LENDING
OFFICE IF SUCH DESIGNATION WILL AVOID THE NEED FOR GIVING SUCH NOTICE AND WILL
NOT, IN THE JUDGMENT OF SUCH LENDER, BE OTHERWISE DISADVANTAGEOUS TO SUCH
LENDER.
IF SUCH NOTICE IS
72
GIVEN, EACH EURODOLLAR LOAN OF SUCH LENDER THEN OUTSTANDING SHALL BE CONVERTED
TO A BASE RATE LOAN EITHER (I) ON THE LAST DAY OF THE THEN CURRENT INTEREST
PERIOD APPLICABLE TO SUCH EURODOLLAR LOAN, IF SUCH LENDER MAY LAWFULLY CONTINUE
TO MAINTAIN AND FUND SUCH LOAN TO SUCH DAY OR (II) IMMEDIATELY, IF SUCH LENDER
SHALL DETERMINE THAT IT MAY NOT LAWFULLY CONTINUE TO MAINTAIN AND FUND SUCH LOAN
TO SUCH DAY.
SECTION 3.03
INABILITY TO DETERMINE RATES.
IF ON OR PRIOR TO THE FIRST DAY OF
ANY INTEREST PERIOD FOR ANY EURODOLLAR LOAN:
(I)
THE ADMINISTRATIVE AGENT DETERMINES (WHICH DETERMINATION SHALL BE
CONCLUSIVE) THAT BY REASON OF CIRCUMSTANCES AFFECTING THE RELEVANT MARKET,
ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR ASCERTAINING THE APPLICABLE
EURODOLLAR RATE FOR SUCH INTEREST PERIOD; OR
(II)
LENDERS HAVING 50% OR MORE OF THE AGGREGATE AMOUNT OF THE
COMMITMENTS ADVISE THE ADMINISTRATIVE AGENT THAT THE LONDON INTERBANK OFFERED
RATE AS DETERMINED BY THE ADMINISTRATIVE AGENT WILL NOT ADEQUATELY AND FAIRLY
REFLECT THE COST TO SUCH LENDERS OF FUNDING THEIR EURODOLLAR LOANS FOR SUCH
INTEREST PERIOD;
the Administrative Agent shall forthwith give notice thereof to the