THE ADMINISTRATIVE AGENT FOR ITS OWN ACCOUNT) AGREES THAT (I) IT
WILL TAKE ALL REASONABLE ACTIONS BY ALL USUAL MEANS TO MAINTAIN ALL EXEMPTIONS,
IF ANY, AVAILABLE TO IT FROM UNITED STATES WITHHOLDING TAXES (WHETHER AVAILABLE
BY TREATY, EXISTING ADMINISTRATIVE WAIVER, BY VIRTUE OF THE LOCATION OR ANY
LENDER'S LENDING OFFICE) AND (II) OTHERWISE COOPERATE WITH THE BORROWER TO
MINIMIZE AMOUNTS PAYABLE BY IT UNDER THIS SECTION 3.01; PROVIDED, HOWEVER, THE
LENDERS AND THE ADMINISTRATIVE AGENT SHALL NOT BE OBLIGATED BY REASON OF THIS
SECTION 3.01(F) TO CONTEST THE PAYMENT OF ANY TAXES OR OTHER TAXES OR TO
DISCLOSE ANY INFORMATION REGARDING ITS TAX AFFAIRS OR TAX COMPUTATIONS OR
REORDER ITS TAX OR OTHER AFFAIRS OR TAX OR OTHER PLANNING. SUBJECT TO THE
FOREGOING, TO THE EXTENT THE BORROWER PAYS SUMS PURSUANT TO THIS SECTION 3.01
AND ANY LENDER OR THE ADMINISTRATIVE AGENT RECEIVES A REFUND OF ANY OR ALL OF
SUCH SUMS, SUCH REFUND SHALL BE APPLIED TO REDUCE ANY AMOUNTS THEN DUE AND OWING
UNDER THIS AGREEMENT OR, TO THE EXTENT THAT NO AMOUNTS ARE DUE AND OWING UNDER
THIS AGREEMENT AT THE TIME SUCH REFUNDS ARE RECEIVED, THE PARTY RECEIVING SUCH
REFUND SHALL PROMPTLY PAY OVER ALL SUCH REFUNDED SUMS TO THE BORROWER, PROVIDED
THAT NO DEFAULT IS IN EXISTENCE AT SUCH TIME.
55
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, THEN, ON NOTICE THEREOF BY SUCH LENDER TO THE BORROWER
THROUGH THE ADMINISTRATIVE AGENT, ANY OBLIGATION OF SUCH LENDER TO MAKE OR
CONTINUE EURODOLLAR RATE LOANS OR TO CONVERT BASE RATE REVOLVING 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, THE 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, 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, THE BORROWER
SHALL ALSO PAY ACCRUED INTEREST ON THE AMOUNT SO PREPAID OR CONVERTED. EACH
LENDER AGREES TO DESIGNATE A DIFFERENT LENDING OFFICE IF SUCH DESIGNATION WILL
AVOID THE NEED FOR SUCH NOTICE AND WILL NOT, IN THE GOOD FAITH JUDGMENT OF SUCH
LENDER, OTHERWISE BE MATERIALLY DISADVANTAGEOUS TO SUCH LENDER.
3.03
INABILITY TO DETERMINE RATES. IF THE REQUIRED
LENDERS DETERMINE THAT FOR ANY REASON ADEQUATE AND REASONABLE MEANS DO NOT EXIST
FOR DETERMINING THE EURODOLLAR RATE FOR ANY REQUESTED INTEREST PERIOD WITH
RESPECT TO A PROPOSED