PENALTIES, INTEREST OR OTHER CHARGES
IMPOSED BY THE RELEVANT GOVERNMENTAL AUTHORITY) TO THE ADMINISTRATIVE AGENT,
SUCH LENDER OR SUCH L/C ISSUER IF THE ADMINISTRATIVE AGENT, SUCH LENDER OR SUCH
L/C ISSUER IS REQUIRED TO REPAY SUCH REFUND TO SUCH GOVERNMENTAL AUTHORITY.
THIS SUBSECTION SHALL NOT BE CONSTRUED TO REQUIRE THE ADMINISTRATIVE AGENT, ANY
LENDER OR SUCH L/C ISSUER TO TAKE ANY ACTION THAT WOULD INVOLVE TAKING A
POSITION THAT IS INCONSISTENT WITH ONE OR MORE POSITIONS THAT IT HAS TAKEN
OTHERWISE, OR WHICH IS CONTRARY TO ITS ESTABLISHED POLICY OR ANY LAW TO WHICH IT
IS SUBJECT, OR 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 LENDING OFFICE TO MAKE, MAINTAIN OR FUND
EURODOLLAR RATE LOANS, OR TO DETERMINE OR CHARGE INTEREST RATES BASED UPON THE
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 APPLICABLE BORROWER THROUGH THE ADMINISTRATIVE AGENT, ANY OBLIGATION OF
SUCH LENDER TO MAKE OR CONTINUE EURODOLLAR RATE LOANS OR TO CONVERT BASE RATE
LOANS OR U.S. BASE RATE LOANS TO EURODOLLAR RATE LOANS SHALL BE SUSPENDED UNTIL
SUCH LENDER NOTIFIES THE ADMINISTRATIVE AGENT AND THE BORROWER THAT THE
CIRCUMSTANCES GIVING RISE TO SUCH DETERMINATION NO LONGER EXIST.
UPON RECEIPT
OF SUCH NOTICE, SUCH BORROWER SHALL, UPON DEMAND FROM SUCH LENDER (WITH A COPY
TO THE ADMINISTRATIVE AGENT), PREPAY OR, IF APPLICABLE, CONVERT ALL EURODOLLAR
RATE LOANS OF SUCH LENDER TO BASE RATE LOANS, IN THE CASE OF THE TERM FACILITY
AND THE U.S. REVOLVING CREDIT FACILITY, OR U.S. BASE RATE LOANS, IN THE CASE OF
THE CANADIAN REVOLVING CREDIT FACILITY, EITHER ON THE LAST DAY OF THE INTEREST
PERIOD THEREFOR, IF SUCH LENDER MAY LAWFULLY CONTINUE TO MAINTAIN SUCH
EURODOLLAR RATE LOANS TO SUCH DAY, OR IMMEDIATELY, IF SUCH LENDER MAY NOT
LAWFULLY CONTINUE TO MAINTAIN SUCH EURODOLLAR RATE LOANS.
UPON ANY SUCH
PREPAYMENT OR CONVERSION, SUCH BORROWER SHALL ALSO PAY ACCRUED INTEREST ON THE
AMOUNT SO PREPAID OR CONVERTED.
71
3.03
INABILITY TO DETERMINE RATES. (A) IF THE REQUIRED LENDERS DETERMINE
THAT FOR ANY REASON IN CONNECTION WITH ANY REQUEST FOR A EURODOLLAR RATE LOAN OR
A CONVERSION TO OR CONTINUATION THEREOF THAT (I) DOLLAR DEPOSITS ARE NOT BEING
OFFERED TO BANKS IN THE LONDON INTERBANK EURODOLLAR MARKET FOR THE APPLICABLE
AMOUNT AND INTEREST PERIOD OF SUCH EURODOLLAR RATE LOAN, (II) ADEQUATE AND
REASONABLE MEANS DO NOT EXIST FOR DETERMINING THE EURODOLLAR RATE FOR ANY
REQUESTED INTEREST PERIOD WITH RESPECT TO A PROPOSED EURODOLLAR RATE LOAN, OR
(III) THE EURODOLLAR RATE FOR ANY REQUESTED INTEREST PERIOD WITH RESPECT TO A
PROPOSED EURODOLLAR RATE LOAN DOES