LEVEL OF THE AMOUNT OF A
CATEGORY OF DEPOSITS OR OTHER LIABILITIES OF ANY LENDER WHICH INCLUDES DEPOSITS
BY REFERENCE TO WHICH THE LIBOR RATE IS DETERMINED AS PROVIDED HEREIN OR A
CATEGORY OF EXTENSIONS OF CREDIT OR OTHER ASSETS OF ANY LENDER WHICH INCLUDES
ANY LIBOR PORTION, OR SHALL IMPOSE ON ANY LENDER ANY RESTRICTIONS ON THE AMOUNT
OF SUCH A CATEGORY OF LIABILITIES OR ASSETS WHICH SUCH LENDER MAY HOLD, (A) THE
LENDERS BY NOTICE THEREOF TO THE BORROWER MAY TERMINATE THE LIBOR OPTION, (B)
ANY LIBOR PORTION SUBJECT THERETO SHALL IMMEDIATELY BEAR INTEREST THEREAFTER AT
THE RATE PROVIDED FOR (WITH RESPECT TO REVOLVING CREDIT LOANS NOT SUBJECT TO A
LIBOR OPTION) IN SUBSECTION 1.4, AND (C) THE BORROWER SHALL INDEMNIFY THE
LENDERS AGAINST ANY LOSS, PENALTY OR EXPENSE INCURRED BY THE LENDERS BY REASON
OF THE LIQUIDATION OR REDEPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED BY THE
LENDERS, TO FUND OR MAINTAIN SUCH LIBOR PORTION IF AND TO THE EXTENT SUCH LOSS,
PENALTY OR EXPENSE IS CAUSED BY THE NATURE OF THE BUSINESS OF THE BORROWER AND
ITS SUBSIDIARIES OR THE LOCATIONS AND JURISDICTIONS WHERE THE BORROWER OR ITS
SUBSIDIARIES ARE OPERATING.
PROMPTLY AFTER BECOMING AWARE OF THE OCCURRENCE OF
ANY EVENT OR CONDITION DESCRIBED IN THIS SUBSECTION 2.5, THE AFFECTED LENDER(S)
SHALL GIVE WRITTEN NOTICE THEREOF TO THE BORROWER AND SHALL PROVIDE REASONABLE
DETAILS SETTING FOURTH THE BASIS FOR ITS DETERMINATION AND SUCH OTHER
INFORMATION AS SHALL BE REASONABLY REQUESTED BY BORROWER TO CONFIRM THE AFFECTED
LENDERS' DETERMINATION AND COMPUTATIONS.
A CERTIFICATE OF AN OFFICER OF SUCH
LENDER SETTING FORTH THE AMOUNT OF SUCH LOSS, PENALTY OR EXPENSE, AND THE BASIS
THEREFOR SHALL, IN THE ABSENCE OF MANIFEST ERROR, BE CONCLUSIVE.
2.6.
LIBOR TAXES.
IT IS THE UNDERSTANDING OF THE BORROWER AND THE
LENDERS THAT THE LENDERS SHALL RECEIVE PAYMENTS OF AMOUNTS OF PRINCIPAL OF AND
INTEREST ON THE NOTES (INCLUDING BUT NOT LIMITED TO INTEREST WITH RESPECT TO THE
LIBOR PORTIONS FROM TIME TO TIME SUBJECT TO A LIBOR OPTION) FREE AND CLEAR OF,
AND WITHOUT DEDUCTION FOR, ANY LIBOR TAXES.
IF (A) ANY LENDER SHALL BE SUBJECT
TO ANY SUCH LIBOR TAX IN RESPECT OF ANY SUCH LIBOR PORTION OR PART THEREOF OR
(B) THE BORROWER SHALL BE REQUIRED TO WITHHOLD OR DEDUCT ANY SUCH LIBOR TAX FROM
ANY SUCH AMOUNT, AND (C) SUCH LIBOR TAX SHALL NOT HAVE EXISTED AS OF THE DATE OF
THE APPLICABLE LIBOR REQUEST, THE LIBOR RATE APPLICABLE TO SUCH LIBOR PORTION
SHALL BE ADJUSTED BY ANY SUCH LENDER TO REFLECT ALL ADDITIONAL COSTS INCURRED BY
SUCH LENDER IN CONNECTION WITH THE PAYMENT BY SUCH LENDER OR THE WITHHOLDING BY
THE BORROWER OF SUCH LIBOR TAX AND THE BORROWER SHALL PROVIDE EACH SUCH LENDER
WITH A STATEMENT DETAILING THE AMOUNT OF ANY SUCH LIBOR TAX ACTUALLY PAID BY THE
BORROWER.
DETERMINATION BY ANY AFFECTED LENDER OF THE AMOUNT OF SUCH COSTS
SHALL, IN THE ABSENCE OF MANIFEST ERROR, BE CONCLUSIVE.
PROMPTLY UPON OBTAINING
KNOWLEDGE OF ANY SUCH CIRCUMSTANCE SET