IT HAS BEEN INDEMNIFIED BY THE BORROWERS OR WITH RESPECT
TO WHICH ANY BORROWER HAS PAID ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION, IT
SHALL PAY TO SUCH BORROWER AN AMOUNT EQUAL TO SUCH REFUND (BUT ONLY TO THE
EXTENT OF INDEMNITY PAYMENTS MADE, OR ADDITIONAL AMOUNTS PAID, BY THE BORROWERS
UNDER THIS SECTION WITH RESPECT TO THE TAXES OR OTHER TAXES GIVING RISE TO SUCH
REFUND), NET OF ALL OUT-OF-POCKET EXPENSES OF THE ADMINISTRATIVE AGENT OR SUCH
LENDER, AS THE CASE
44
MAY BE, AND WITHOUT INTEREST (OTHER THAN ANY INTEREST PAID BY THE RELEVANT
GOVERNMENTAL AUTHORITY WITH RESPECT TO SUCH REFUND), PROVIDED THAT EACH
BORROWER, UPON THE REQUEST OF THE ADMINISTRATIVE AGENT OR SUCH LENDER, AGREES TO
REPAY THE AMOUNT PAID OVER TO SUCH BORROWER (PLUS ANY PENALTIES, INTEREST OR
OTHER CHARGES IMPOSED BY THE RELEVANT GOVERNMENTAL AUTHORITY) TO THE
ADMINISTRATIVE AGENT OR SUCH LENDER IN THE EVENT THE ADMINISTRATIVE AGENT OR
SUCH LENDER IS REQUIRED TO REPAY SUCH REFUND TO SUCH GOVERNMENTAL AUTHORITY.
THIS SUBSECTION SHALL NOT BE CONSTRUED TO REQUIRE THE ADMINISTRATIVE AGENT OR
ANY LENDER TO MAKE AVAILABLE ITS TAX RETURNS (OR ANY OTHER INFORMATION RELATING
TO ITS TAXES THAT IT DEEMS CONFIDENTIAL) TO THE BORROWERS OR ANY OTHER PERSON.
3.02
ILLEGALITY.
IF ANY LENDER DETERMINES THAT ANY LAW HAS MADE IT
UNLAWFUL, OR THAT ANY GOVERNMENTAL AUTHORITY HAS ASSERTED THAT IT IS UNLAWFUL,
FOR ANY LENDER OR ITS APPLICABLE LENDING OFFICE TO MAKE, MAINTAIN OR FUND FIXED
PERIOD EURODOLLAR LOANS OR DAILY FLOATING EURODOLLAR LOANS, OR TO DETERMINE OR
CHARGE INTEREST RATES BASED UPON THE FIXED PERIOD EURODOLLAR RATE OR THE DAILY
FLOATING EURODOLLAR RATE, OR ANY GOVERNMENTAL AUTHORITY HAS IMPOSED MATERIAL
RESTRICTIONS ON THE AUTHORITY OF SUCH LENDER TO PURCHASE OR SELL, OR TO TAKE
DEPOSITS OF, DOLLARS IN THE LONDON INTERBANK MARKET, THEN, ON NOTICE THEREOF BY
SUCH LENDER TO THE BORROWERS THROUGH THE ADMINISTRATIVE AGENT, ANY OBLIGATION OF
SUCH LENDER TO MAKE OR CONTINUE FIXED PERIOD EURODOLLAR LOANS OR DAILY FLOATING
EURODOLLAR LOANS OR TO CONVERT BASE RATE LOANS TO FIXED PERIOD EURODOLLAR LOANS
OR DAILY FLOATING EURODOLLAR LOANS SHALL BE SUSPENDED UNTIL SUCH LENDER NOTIFIES
THE ADMINISTRATIVE AGENT AND THE BORROWERS THAT THE CIRCUMSTANCES GIVING RISE TO
SUCH DETERMINATION NO LONGER EXIST.
UPON RECEIPT OF SUCH NOTICE, THE BORROWERS
SHALL, UPON DEMAND FROM SUCH LENDER (WITH A COPY TO THE ADMINISTRATIVE AGENT),
PREPAY OR, IF APPLICABLE, CONVERT ALL FIXED PERIOD EURODOLLAR LOANS OR DAILY
FLOATING EURODOLLAR LOANS OF SUCH LENDER TO BASE RATE LOANS, EITHER ON THE LAST
DAY OF THE INTEREST PERIOD THEREFOR, IF SUCH LENDER MAY LAWFULLY CONTINUE TO
MAINTAIN SUCH LOANS TO SUCH DAY, OR IMMEDIATELY, IF SUCH LENDER MAY NOT LAWFULLY
CONTINUE TO MAINTAIN SUCH LOANS.
UPON ANY SUCH PREPAYMENT OR CONVERSION, THE
BORROWERS SHALL ALSO PAY ACCRUED INTEREST ON THE AMOUNT SO PREPAID OR CONVERTED.
3.03
INABILITY TO DETERMINE RATES.
IF THE ADMINISTRATIVE AGENT OR THE
REQUIRED LENDERS DETERMINE THAT FOR ANY REASON IN CONNECTION WITH ANY REQUEST
FOR A FIXED PERIOD EURODOLLAR LOAN OR