IN RESPECT OF SUCH LOAN HEREUNDER,
TOGETHER WITH ALL CHARGES PAYABLE IN RESPECT THEREOF, SHALL BE LIMITED TO THE
MAXIMUM RATE AND, TO THE EXTENT LAWFUL, THE INTEREST AND CHARGES THAT WOULD HAVE
BEEN PAYABLE IN RESPECT OF SUCH LOAN BUT WERE NOT PAYABLE AS A RESULT OF THE
OPERATION OF THIS SECTION SHALL BE CUMULATED AND THE INTEREST AND CHARGES
PAYABLE TO SUCH LENDER IN RESPECT OF OTHER LOANS OR PERIODS SHALL BE INCREASED
(BUT NOT ABOVE THE MAXIMUM RATE THEREFOR) UNTIL SUCH CUMULATED AMOUNT, TOGETHER
WITH INTEREST THEREON AT THE FEDERAL FUNDS EFFECTIVE RATE TO THE DATE OF
REPAYMENT, SHALL HAVE BEEN RECEIVED BY SUCH LENDER.
11.20.
BORROWINGS BY THE UK BORROWERS.
(A)
NO UK BORROWER MAY BORROW OR
REQUEST ANY BORROWINGS UNDER THIS AGREEMENT AND NO LENDER SHALL MAKE LOANS TO
ANY UK BORROWER UNDER THIS AGREEMENT, UNTIL SUCH DATE AS (I) THE UK BORROWERS
SHALL HAVE RECEIVED CONFIRMATION AND/OR NECESSARY APPROVAL FROM THE UK INLAND
REVENUE (THE "INLAND APPROVAL") IN RESPECT TO PROPOSED LOANS FROM EACH OF
LASALLE BANK NATIONAL ASSOCIATION AND FIFTH THIRD BANK (EACH A "NON-UK
QUALIFYING BANK", COLLECTIVELY THE "NON-UK QUALIFYING BANKS") IN ORDER TO
ESTABLISH SUCH NON-UK QUALIFYING BANK'S ENTITLEMENT TO RECEIVE PAYMENTS MADE BY
THE UK BORROWERS, MAKE LOANS TO THE UK BORROWERS UNDER THIS AGREEMENT, AND FOR
THE UK BORROWERS TO MAKE PAYMENTS, AND TO BORROW MONEY, IN EACH CASE, UNDER THIS
AGREEMENT, WITHOUT DEDUCTION OR WITHHOLDING OF APPLICABLE UNITED KINGDOM
WITHHOLDING TAXES, OR (II) THIS AGREEMENT SHALL HAVE BEEN AMENDED AND/OR AMENDED
AND RESTATED, SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED BELOW, TO CREATE A
UK BORROWING SUBFACILITY (AS DEFINED BELOW).
WITHIN 30 DAYS AFTER THE CLOSING
DATE (THE "FILING DATE"), EACH NON-UK QUALIFYING BANK SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO MAKE ALL APPLICABLE FILINGS WITH THE US INTERNAL REVENUE
SERVICE AND THAT WILL PERMIT EACH UK BORROWER TO BORROW AND MAKE PAYMENTS UNDER
THIS AGREEMENT, AND FOR EACH NON-UK QUALIFYING BANK TO RECEIVE PAYMENTS AND TO
MAKE LOANS HEREUNDER, WITHOUT DEDUCTION OR WITHHOLDING OF APPLICABLE UNITED
KINGDOM WITHHOLDING TAXES.
(B)
IF THE UK BORROWERS DO NOT RECEIVE THE INLAND APPROVAL WITHIN 45
DAYS FROM THE FILING DATE, UPON THE REQUEST OF TMP, EACH LENDER, THE AGENTS, AND
EACH BORROWER HEREBY AGREE TO ENTER INTO A WRITTEN AMENDMENT AND/OR AMENDMENT
AND RESTATEMENT OF THIS AGREEMENT, AMONG OTHER THINGS, TO (I) CREATE A SEPARATE
SUBFACILITY UNDER WHICH ONLY EACH OF BARCLAYS BANK PLC, FLEET NATIONAL BANK, AND
THE ROYAL BANK OF SCOTLAND PLC (EACH A "UK QUALIFYING BANK, COLLECTIVELY, THE
"UK QUALIFYING BANKS") CAN MAKE LOANS, AND THE UK BORROWERS CAN REQUEST
BORROWINGS, AND (II) PERMIT ANY UK QUALIFYING BANK TO (A) ACT AS A FRONTING BANK
(THE "FRONTING BANK"), IN SUCH BANK'S SOLE DISCRETION, FOR THE NON-UK QUALIFYING
BANKS AND TO MAKE LOANS TO THE UK BORROWERS SUBJECT TO FRONTING FEES AND CHARGES
PAYABLE BY THE UK BORROWERS, AND (B) FOR THE FRONTING BANK TO SELL, AND FOR EACH
NON-UK QUALIFYING BANK TO PURCHASE, PARTICIPATIONS IN SUCH SUBFACILITY (THE