TO THE TERMS HEREOF, EACH BORROWER SHALL
INDEMNIFY, DEFEND, AND HOLD SUCH AGENT AND THE LENDERS AND THEIR PARTICIPANTS
HARMLESS AGAINST ANY AND ALL FUNDING LOSSES IN ACCORDANCE WITH CLAUSE
(B)(II) ABOVE; PROVIDED, THAT FOREIGN LOAN PARTIES SHALL ONLY PROVIDE
INDEMNITIES WITH RESPECT TO FUNDING LOSSES ARISING IN CONNECTION WITH FOREIGN
BORROWINGS AND LIBOR RATE LOANS MADE TO FOREIGN BORROWERS.
(D)
SPECIAL PROVISIONS APPLICABLE TO LIBOR RATE.
(I)
THE APPLICABLE LIBOR RATE MAY BE
ADJUSTED BY THE APPLICABLE 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, CANADIAN DOLLAR DEPOSITS OR
APPROVED OFFSHORE CURRENCY 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 APPLICABLE AGENT NOTICE OF SUCH A
DETERMINATION AND ADJUSTMENT AND SUCH 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
54
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 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 ADVANCES OR TO CONTINUE
SUCH FUNDING OR MAINTAINING, OR TO DETERMINE OR CHARGE INTEREST RATES AT THE
LIBOR RATE, SUCH LENDER SHALL