BERMUDA OR ANY OTHER JURISDICTION IN WHICH THE GUARANTOR
HAS AN OFFICE FROM WHICH PAYMENT IS MADE OR DEEMED TO BE MADE, EXCLUDING (I) ANY
SUCH TAX IMPOSED BY REASON OF THE ADMINISTRATIVE AGENT, HAVING SOME CONNECTION
WITH ANY SUCH JURISDICTION OTHER THAN ITS PARTICIPATION AS THE ADMINISTRATIVE
AGENT UNDER THE LOAN DOCUMENTS AND TRANSACTION DOCUMENTS, AND (II) ANY INCOME OR
FRANCHISE TAX ON THE OVERALL NET INCOME OF THE ADMINISTRATIVE AGENT IMPOSED BY
THE UNITED STATES OR BY THE STATE OF NEW YORK OR ANY POLITICAL SUBDIVISION OF
THE UNITED STATES OR OF THE STATE OF NEW YORK ON THE OFFICE OF THE
ADMINISTRATIVE AGENT THROUGH WHICH IT IS ACTING IN CONNECTION WITH THIS
TRANSACTION (ALL SUCH NON-EXCLUDED TAXES, "FOREIGN TAXES"). IF THE GUARANTOR IS
PREVENTED BY OPERATION OF LAW OR OTHERWISE FROM PAYING, CAUSING TO BE PAID OR
REMITTING THAT PORTION OF AMOUNTS PAYABLE HEREUNDER REPRESENTED BY FOREIGN TAXES
WITHHELD OR DEDUCTED, THEN AMOUNTS PAYABLE UNDER THIS GUARANTY SHALL, TO THE
EXTENT PERMITTED BY LAW, BE INCREASED TO SUCH AMOUNT AS IS NECESSARY TO YIELD
AND REMIT TO THE ADMINISTRATIVE AGENT AN AMOUNT WHICH, AFTER
18
DEDUCTION OF ALL FOREIGN TAXES (INCLUDING ALL FOREIGN TAXES PAYABLE ON SUCH
INCREASED PAYMENTS) EQUALS THE AMOUNT THAT WOULD HAVE BEEN PAYABLE IF NO FOREIGN
TAXES APPLIED.
(F)
JUDGMENT CURRENCY. THE OBLIGATIONS OF THE
GUARANTOR IN RESPECT OF ANY SUM DUE TO THE ADMINISTRATIVE AGENT OR ANY LENDER
HEREUNDER OR ANY HOLDER OF THE OBLIGATIONS OWING HEREUNDER (THE "APPLICABLE
CREDITOR") SHALL, NOTWITHSTANDING ANY JUDGMENT IN A CURRENCY (THE "JUDGMENT
CURRENCY") OTHER THAN THE CURRENCY IN WHICH SUCH SUM IS STATED TO BE DUE
HEREUNDER (THE "AGREEMENT CURRENCY"), BE DISCHARGED ONLY TO THE EXTENT THAT, ON
THE BUSINESS DAY FOLLOWING RECEIPT BY THE APPLICABLE CREDITOR OF ANY SUM
ADJUDGED TO BE SO DUE IN THE JUDGMENT CURRENCY, THE APPLICABLE CREDITOR MAY IN
ACCORDANCE WITH NORMAL BANKING PROCEDURES IN THE RELEVANT JURISDICTION PURCHASE
THE AGREEMENT CURRENCY WITH THE JUDGMENT CURRENCY; IF THE AMOUNT OF THE
AGREEMENT CURRENCY SO PURCHASED IS LESS THAN THE SUM ORIGINALLY DUE TO THE
APPLICABLE CREDITOR IN THE AGREEMENT CURRENCY, THE GUARANTOR AS A SEPARATE
OBLIGATION AND NOTWITHSTANDING ANY SUCH JUDGMENT, AGREES TO INDEMNIFY THE
APPLICABLE CREDITOR AGAINST SUCH LOSS. THE OBLIGATIONS OF THE GUARANTOR
CONTAINED IN THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS GUARANTY AND THE
CREDIT AGREEMENT AND THE PAYMENT OF ALL OTHER AMOUNTS OWING HEREUNDER AND
THEREUNDER.
SECTION 19.
REINSTATEMENT. THIS GUARANTY
SHALL BE REINSTATED TO THE EXTENT OF PAYMENTS MADE TO THE GUARANTOR AS
REIMBURSEMENT OF AMOUNTS ADVANCED BY THE GUARANTOR HEREUNDER. THE GUARANTOR
AGREES THAT THIS GUARANTY SHALL CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS
THE CASE MAY BE, IF AT ANY TIME ANY PART OF ANY PAYMENT OF PRINCIPAL OF, OR
INTEREST ON, THE GUARANTY OBLIGATIONS IS STAYED, RESCINDED OR MUST OTHERWISE BE
RESTORED BY THE ADMINISTRATIVE AGENT UPON THE BANKRUPTCY OR REORGANIZATION OF
BLFC OR ANY OTHER PERSON.
SECTION 20.
JPMORGAN CHASE CONFLICT WAIVER.
JPMORGAN CHASE ACTS AS ADMINISTRATIVE AGENT