OF THE OBLIGATIONS
PURSUANT TO THE TERMS HEREOF, EACH BORROWER SHALL INDEMNIFY, DEFEND, AND HOLD
THE AGENT AND THE LENDERS AND THEIR PARTICIPANTS HARMLESS AGAINST ANY AND ALL
FUNDING LOSSES IN ACCORDANCE WITH CLAUSE (B)(II) ABOVE.
(D)
SPECIAL PROVISIONS APPLICABLE TO LIBOR RATE.
(I)
THE APPLICABLE LIBOR RATE MAY BE
ADJUSTED BY THE AGENT WITH RESPECT TO ANY LENDER ON A PROSPECTIVE BASIS TO TAKE
INTO ACCOUNT ANY ADDITIONAL OR INCREASED COSTS TO SUCH LENDER OF MAINTAINING OR
OBTAINING ANY EURODOLLAR DEPOSITS OR INCREASED COSTS, IN EACH CASE, DUE TO
CHANGES IN APPLICABLE LAW OCCURRING SUBSEQUENT TO THE COMMENCEMENT OF THE THEN
APPLICABLE INTEREST PERIOD, INCLUDING CHANGES IN TAX LAWS (EXCEPT FOR
(A) CHANGES OF GENERAL APPLICABILITY IN CORPORATE INCOME TAX LAWS OR CHANGES IN
TAX LAWS WITH RESPECT TO FRANCHISE TAXES IMPOSED IN LIEU OF INCOME TAXES AND
(B) CHANGES IN TAX LAWS WITH RESPECT TO ANY TAXES REQUIRED TO BE WITHHELD OR
DEDUCTED BY BORROWERS, WHICH SHALL BE ADDRESSED IN SECTION 15.11) AND CHANGES IN
THE RESERVE REQUIREMENTS IMPOSED BY THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM (OR ANY SUCCESSOR), EXCLUDING THE RESERVE PERCENTAGE, WHICH
ADDITIONAL OR INCREASED COSTS WOULD INCREASE THE COST OF FUNDING LOANS BEARING
INTEREST AT THE APPLICABLE LIBOR RATE.
IN ANY SUCH EVENT, THE AFFECTED LENDER
SHALL GIVE ADMINISTRATIVE BORROWER AND THE AGENT NOTICE OF SUCH A DETERMINATION
AND ADJUSTMENT AND THE AGENT PROMPTLY SHALL TRANSMIT THE NOTICE TO EACH OTHER
LENDER AND, UPON ITS RECEIPT OF THE NOTICE FROM THE AFFECTED LENDER,
ADMINISTRATIVE BORROWER MAY, BY NOTICE TO SUCH AFFECTED LENDER (Y) REQUIRE SUCH
LENDER TO FURNISH TO ADMINISTRATIVE BORROWER A STATEMENT SETTING FORTH THE BASIS
FOR ADJUSTING SUCH LIBOR RATE AND THE METHOD FOR DETERMINING THE AMOUNT OF SUCH
ADJUSTMENT, OR (Z) REPAY THE LIBOR RATE LOANS WITH RESPECT TO WHICH SUCH
ADJUSTMENT IS MADE (TOGETHER WITH ANY AMOUNTS DUE UNDER CLAUSE (B)(II) ABOVE).
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NO SUCH ADJUSTMENT OF THE
APPLICABLE LIBOR RATE SHALL BE EFFECTIVE IN RESPECT OF ANY ADDITIONAL OR
INCREASED COSTS INCURRED PRIOR TO THE ADMINISTRATIVE BORROWER'S RECEIPT OF THE
NOTICE REFERRED TO BELOW, IF THE EVENT GIVING RISE TO SUCH ADDITIONAL OR
INCREASED
18
COSTS OCCURRED MORE THAN 180 DAYS BEFORE THE RELEVANT LENDER'S NOTICE OF SUCH
EVENT AND THE RELATED ADJUSTMENT IS RECEIVED BY THE ADMINISTRATIVE BORROWER.
(II)
IN THE EVENT THAT ANY CHANGE IN MARKET
CONDITIONS OR ANY LAW, REGULATION, TREATY, OR DIRECTIVE, OR ANY CHANGE THEREIN
OR IN THE INTERPRETATION OR APPLICATION THEREOF, SHALL AT ANY TIME AFTER THE
DATE HEREOF, IN THE REASONABLE OPINION OF ANY LENDER, MAKE IT UNLAWFUL OR
IMPRACTICAL FOR SUCH LENDER TO FUND OR MAINTAIN LIBOR RATE LOANS OR TO CONTINUE
SUCH FUNDING OR MAINTAINING, OR TO DETERMINE OR CHARGE INTEREST RATES AT THE
LIBOR RATE, SUCH LENDER SHALL GIVE NOTICE OF SUCH CHANGED CIRCUMSTANCES TO THE
AGENT AND ADMINISTRATIVE BORROWER AND THE AGENT PROMPTLY SHALL TRANSMIT THE
NOTICE TO EACH OTHER LENDER AND (Y) IN THE CASE OF ANY LIBOR RATE