OF MORE THAN 30
DAYS IN THE RELEVANT FINANCE PARTY NOTIFYING THE FACILITY AGENT OF ANY CLAIM
PURSUANT TO PARAGRAPH (A) OF CLAUSE 13.2 (INCREASED COSTS CLAIMS) AFTER SUCH
FINANCE PARTY HAS BECOME AWARE THAT IT HAD SUFFERED THE RELEVANT INCREASED COST;
OR
(F)
ATTRIBUTABLE TO THE IMPLEMENTATION OF OR
COMPLIANCE WITH THE "INTERNATIONAL CONVERGENCE OF CAPITAL MEASUREMENT AND
CAPITAL STANDARDS, A REVISED FRAMEWORK" PUBLISHED BY THE BASEL COMMITTEE ON
BANKING SUPERVISION IN JUNE 2004 IN THE FORM EXISTING ON THE ORIGINAL EXECUTION
DATE ("BASEL II") OR ANY OTHER LAW OR REGULATION WHICH IMPLEMENTS BASEL II
(WHETHER SUCH IMPLEMENTATION, APPLICATION OR COMPLIANCE IS BY A GOVERNMENT,
REGULATOR, FINANCE PARTY OR ANY OF ITS AFFILIATES).
14.
ILLEGALITY
If it becomes unlawful in any relevant jurisdiction for a Lender to perform any
of its obligations as contemplated by this Agreement or to fund or maintain its
participation in any Initial Loan:
(A)
THAT LENDER SHALL PROMPTLY NOTIFY THE
FACILITY AGENT UPON BECOMING AWARE OF THAT EVENT;
(B)
UPON THE FACILITY AGENT NOTIFYING THE
BORROWER, THE AVAILABLE COMMITMENTS OF THAT LENDER WILL IMMEDIATELY BE CANCELLED
AND ITS COMMITMENT REDUCED TO ZERO AND SUCH LENDER SHALL NOT THEREAFTER BE
OBLIGED TO PARTICIPATE IN ANY INITIAL LOAN; AND
(C)
IF SO REQUIRED BY THE FACILITY AGENT ON
BEHALF OF THE RELEVANT LENDER, THE BORROWER SHALL REPAY OR PROCURE THE REPAYMENT
OF THAT LENDER'S PARTICIPATION IN THE INITIAL LOANS ON THE LAST DAY OF THE
CURRENT INTEREST PERIOD FOR THE RELEVANT INITIAL LOANS OCCURRING AFTER THE
FACILITY AGENT HAS NOTIFIED THE BORROWER OR, IF EARLIER, THE DATE SPECIFIED BY
THE LENDER IN THE NOTICE DELIVERED TO THE FACILITY AGENT (BEING NO EARLIER THAN
THE LAST DAY OF ANY APPLICABLE GRACE PERIOD PERMITTED BY LAW), TOGETHER WITH
ACCRUED INTEREST AND ALL OTHER AMOUNTS OWING TO THAT LENDER UNDER THE FINANCE
DOCUMENTS.
62
15.
MITIGATION
15.1
MITIGATION
(A)
EACH FINANCE PARTY SHALL IN CONSULTATION
WITH THE BORROWER, TAKE ALL REASONABLE STEPS TO MITIGATE ANY CIRCUMSTANCES WHICH
ARISE AND WHICH WOULD RESULT IN ANY AMOUNT BECOMING PAYABLE UNDER, OR PURSUANT
TO, OR CANCELLED PURSUANT TO, ANY OF CLAUSE 12 (TAXES), CLAUSE 13 (INCREASED
COSTS) OR CLAUSE 14 (ILLEGALITY) INCLUDING (BUT NOT LIMITED TO) TRANSFERRING ITS
RIGHTS AND OBLIGATIONS UNDER THE FINANCE DOCUMENTS TO ANOTHER AFFILIATE OR
FACILITY OFFICE OR FINANCIAL INSTITUTION ACCEPTABLE TO THE BORROWER WHICH IS
WILLING TO PARTICIPATE IN ANY FACILITY IN WHICH SUCH LENDER HAS PARTICIPATED.
(B)
PARAGRAPH (A) OF THIS CLAUSE DOES NOT IN
ANY WAY LIMIT THE OBLIGATIONS OF ANY OBLIGOR UNDER THE FINANCE DOCUMENTS.
15.2
LIMITATION OF LIABILITY
(A)
WITH EFFECT FROM THE MERGER CLOSING DATE,
THE BORROWER AGREES TO INDEMNIFY EACH FINANCE PARTY FOR ALL COSTS AND EXPENSES
REASONABLY INCURRED BY THAT FINANCE PARTY AS A RESULT OF STEPS TAKEN BY IT UNDER
CLAUSE 15.1 (MITIGATION).
(B)
A FINANCE PARTY IS NOT OBLIGED TO TAKE ANY
STEPS UNDER CLAUSE 15.1 (MITIGATION) IF, IN THE OPINION OF THAT FINANCE PARTY
(ACTING REASONABLY), TO DO SO MIGHT IN ANY WAY BE PREJUDICIAL TO