IF THE CIRCUMSTANCES GIVING RISE TO SUCH
CLAIM HAVE A RETROACTIVE EFFECT, THEN SUCH SIX-MONTH PERIOD SHALL BE EXTENDED TO
INCLUDE THE PERIOD OF SUCH RETROACTIVE EFFECT.
(C)
IF ANY GOVERNMENTAL AUTHORITY OF THE JURISDICTION OF ANY FOREIGN
CURRENCY (OR ANY OTHER JURISDICTION IN WHICH THE FUNDING OPERATIONS OF ANY
LENDER SHALL BE CONDUCTED WITH RESPECT TO SUCH FOREIGN CURRENCY) SHALL HAVE IN
EFFECT ANY RESERVE, LIQUID ASSET OR SIMILAR REQUIREMENT WITH RESPECT TO ANY
CATEGORY OF DEPOSITS OR LIABILITIES CUSTOMARILY USED TO FUND LOANS IN SUCH
FOREIGN CURRENCY, OR BY REFERENCE TO WHICH INTEREST RATES APPLICABLE TO LOANS IN
SUCH FOREIGN CURRENCY ARE DETERMINED, AND THE RESULT OF SUCH REQUIREMENT SHALL
BE TO INCREASE THE COST TO SUCH LENDER OF MAKING OR MAINTAINING ANY FOREIGN
CURRENCY LOAN OR UK FOREIGN CURRENCY LOAN IN SUCH FOREIGN CURRENCY, AND SUCH
LENDER SHALL DELIVER TO THE RELEVANT BORROWERS A NOTICE REQUESTING COMPENSATION
UNDER THIS PARAGRAPH, THEN THE RELEVANT BORROWERS WILL PAY TO SUCH LENDER ON
EACH INTEREST PAYMENT DATE WITH RESPECT TO EACH AFFECTED FOREIGN CURRENCY LOAN
OR
39
UK FOREIGN CURRENCY LOAN, IN AN AMOUNT THAT WILL COMPENSATE SUCH LENDER FOR SUCH
ADDITIONAL COST.
(D)
A CERTIFICATE AS TO ANY ADDITIONAL AMOUNTS PAYABLE PURSUANT TO
THIS SECTION SUBMITTED BY ANY LENDER TO TMP (WITH A COPY TO THE ADMINISTRATIVE
AGENT) SETTING FORTH THE BASIS OF CALCULATION OF SUCH ADDITIONAL AMOUNTS SHALL
BE CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
THE OBLIGATIONS OF THE
BORROWERS PURSUANT TO THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT AND THE PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
(E)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IF, (I) (A)
THE ADOPTION OF ANY LAW, RULE OR REGULATION AFTER THE DATE OF THIS AGREEMENT,
(B) ANY CHANGE IN ANY LAW, RULE OR REGULATION OR IN THE INTERPRETATION OR
APPLICATION THEREOF BY ANY GOVERNMENTAL AUTHORITY AFTER THE DATE OF THIS
AGREEMENT OR (C) COMPLIANCE BY ANY LENDER WITH ANY REQUEST, GUIDELINE OR
DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW) OF ANY GOVERNMENTAL AUTHORITY
MADE OR ISSUED AFTER THE DATE OF THIS AGREEMENT, SHALL MAKE IT UNLAWFUL FOR ANY
SUCH LENDER TO MAKE OR MAINTAIN ANY FOREIGN CURRENCY LOAN OR UK FOREIGN CURRENCY
LOAN OR TO GIVE EFFECT TO ITS OBLIGATIONS AS CONTEMPLATED HEREBY WITH RESPECT TO
ANY FOREIGN CURRENCY LOAN OR UK FOREIGN CURRENCY LOAN, OR (II) THERE SHALL HAVE
OCCURRED ANY CHANGE IN NATIONAL OR INTERNATIONAL FINANCIAL, POLITICAL OR
ECONOMIC CONDITIONS (INCLUDING THE IMPOSITION OF OR ANY CHANGE IN EXCHANGE
CONTROLS, BUT EXCLUDING CONDITIONS OTHERWISE COVERED BY THIS SECTION 4.9) WHICH
WOULD MAKE IT IMPRACTICABLE FOR ANY LENDERS TO MAKE OR MAINTAIN FOREIGN CURRENCY
LOANS OR UK FOREIGN CURRENCY LOANS DENOMINATED IN THE RELEVANT CURRENCY AFTER
THE DATE HEREOF TO, OR FOR THE ACCOUNT OF, THE BORROWERS, THEN:
(I)
BY WRITTEN NOTICE TO THE BORROWERS AND TO THE ADMINISTRATIVE
AGENT, SUCH LENDER OR LENDERS MAY DECLARE THAT FOREIGN CURRENCY LOANS AND/OR UK
FOREIGN CURRENCY LOANS (IN THE AFFECTED CURRENCY OR