AS THE CASE 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 ANY BORROWER 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
48
LENDING OFFICE TO MAKE, MAINTAIN OR FUND EUROCURRENCY RATE LOANS (WHETHER
DENOMINATED IN DOLLARS OR AN ALTERNATIVE CURRENCY), OR TO DETERMINE OR CHARGE
INTEREST RATES BASED UPON THE EUROCURRENCY 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 OR ANY ALTERNATIVE CURRENCY IN THE
APPLICABLE INTERBANK MARKET, THEN, ON NOTICE THEREOF BY SUCH LENDER TO THE
COMPANY THROUGH THE ADMINISTRATIVE AGENT, ANY OBLIGATION OF SUCH LENDER TO MAKE
OR CONTINUE EUROCURRENCY RATE LOANS IN THE AFFECTED CURRENCY OR CURRENCIES OR,
IN THE CASE OF EUROCURRENCY RATE COMMITTED LOANS IN DOLLARS, TO CONVERT BASE
RATE COMMITTED LOANS TO EUROCURRENCY RATE COMMITTED LOANS, SHALL BE SUSPENDED
UNTIL SUCH LENDER NOTIFIES THE ADMINISTRATIVE AGENT AND THE COMPANY 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 AND SUCH LOANS ARE
DENOMINATED IN DOLLARS, CONVERT ALL SUCH EUROCURRENCY RATE COMMITTED 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 EUROCURRENCY
RATE LOANS TO SUCH DAY, OR IMMEDIATELY, IF SUCH LENDER MAY NOT LAWFULLY CONTINUE
TO MAINTAIN SUCH EUROCURRENCY RATE 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 REQUIRED
LENDERS DETERMINE THAT FOR ANY REASON IN CONNECTION WITH ANY REQUEST FOR A
EUROCURRENCY RATE LOAN OR A CONVERSION TO OR CONTINUATION THEREOF THAT
(A) DEPOSITS (WHETHER IN DOLLARS OR AN ALTERNATIVE CURRENCY) ARE NOT BEING
OFFERED TO BANKS IN THE APPLICABLE OFFSHORE INTERBANK MARKET FOR SUCH CURRENCY
FOR THE APPLICABLE AMOUNT AND INTEREST PERIOD OF SUCH EUROCURRENCY RATE LOAN,
(B) ADEQUATE AND REASONABLE MEANS DO NOT EXIST FOR DETERMINING THE EUROCURRENCY
BASE RATE FOR ANY REQUESTED INTEREST PERIOD WITH RESPECT TO A PROPOSED
EUROCURRENCY RATE COMMITTED LOAN (WHETHER