MEANING OF SECTION 881(C)(3)(A) OF THE CODE, (2) A "10 PERCENT
SHAREHOLDER" OF BORROWER WITHIN THE MEANING OF SECTION 881(C)(3)(B) OF THE CODE,
OR (3) A "CONTROLLED FOREIGN CORPORATION" DESCRIBED IN SECTION 881(C)(3)(C) OF
THE CODE AND (B) DULY COMPLETED COPIES OF INTERNAL REVENUE SERVICE FORM W-8BEN,
OR
(IV)
ANY OTHER FORM PRESCRIBED BY APPLICABLE LAW AS
A BASIS FOR CLAIMING EXEMPTION FROM OR A REDUCTION IN UNITED STATES FEDERAL
WITHHOLDING TAX DULY COMPLETED TOGETHER WITH SUCH SUPPLEMENTARY DOCUMENTATION AS
MAY BE PRESCRIBED BY APPLICABLE LAW TO PERMIT BORROWER TO DETERMINE THE
WITHHOLDING OR DEDUCTION REQUIRED TO BE MADE.
(F)
TREATMENT OF CERTAIN REFUNDS.
IF THE
ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER DETERMINES, IN ITS SOLE
DISCRETION, THAT IT HAS RECEIVED A REFUND OF ANY TAXES OR OTHER TAXES AS TO
WHICH IT HAS BEEN INDEMNIFIED BY BORROWER OR WITH RESPECT TO WHICH BORROWER HAS
PAID ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION, IT SHALL PAY TO BORROWER AN
AMOUNT EQUAL TO SUCH REFUND (BUT ONLY TO THE EXTENT OF INDEMNITY PAYMENTS MADE,
OR ADDITIONAL AMOUNTS PAID, BY BORROWER 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, SUCH LENDER OR SUCH L/C ISSUER, 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 BORROWER,
UPON THE REQUEST OF THE ADMINISTRATIVE AGENT, SUCH LENDER OR SUCH L/C ISSUER,
AGREES TO REPAY THE AMOUNT PAID OVER TO BORROWER (PLUS ANY 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
49
LENDER OR ANY L/C ISSUER TO MAKE AVAILABLE ITS TAX RETURNS (OR ANY OTHER
INFORMATION RELATING TO ITS TAXES THAT IT DEEMS CONFIDENTIAL) TO BORROWER OR ANY
OTHER PERSON.
SECTION 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 BORROWER THROUGH THE ADMINISTRATIVE AGENT, ANY
OBLIGATION OF SUCH LENDER TO MAKE OR CONTINUE EURODOLLAR RATE LOANS OR TO
CONVERT BASE RATE LOANS TO EURODOLLAR RATE LOANS SHALL BE SUSPENDED UNTIL SUCH
LENDER NOTIFIES THE ADMINISTRATIVE AGENT AND BORROWER THAT THE CIRCUMSTANCES
GIVING RISE TO SUCH DETERMINATION NO LONGER EXIST.
UPON RECEIPT OF SUCH NOTICE,
BORROWER SHALL, UPON DEMAND FROM SUCH LENDER (WITH A COPY