PAYABLE PURSUANT TO THIS SECTION
SUBMITTED BY ANY LENDER TO THE BORROWER (WITH A COPY TO THE ADMINISTRATIVE
AGENT) SHALL BE CONCLUSIVE IN THE ABSENCE OF MANIFEST ERROR.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS SECTION, THE BORROWER SHALL NOT BE REQUIRED TO
COMPENSATE A LENDER PURSUANT TO THIS SECTION FOR ANY AMOUNTS INCURRED MORE THAN
NINE MONTHS PRIOR TO THE DATE THAT SUCH LENDER NOTIFIES THE BORROWER OF SUCH
LENDER'S INTENTION TO CLAIM COMPENSATION THEREFOR; PROVIDED THAT, IF THE
CIRCUMSTANCES GIVING RISE TO SUCH CLAIM HAVE A RETROACTIVE EFFECT, THEN SUCH
NINE-MONTH PERIOD SHALL BE EXTENDED TO INCLUDE THE PERIOD OF SUCH RETROACTIVE
EFFECT.
THE OBLIGATIONS OF THE BORROWER PURSUANT TO THIS SECTION SHALL SURVIVE
THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF THE REVOLVING 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 MULTICURRENCY LOAN OR TO GIVE EFFECT TO ITS
OBLIGATIONS AS CONTEMPLATED HEREBY WITH RESPECT TO ANY MULTICURRENCY 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 2.15) WHICH WOULD MAKE IT IMPRACTICABLE FOR THE REQUIRED LENDERS TO MAKE
OR MAINTAIN MULTICURRENCY LOANS DENOMINATED IN THE RELEVANT CURRENCY AFTER THE
DATE HEREOF TO, OR FOR THE ACCOUNT OF, THE BORROWER, THEN, BY WRITTEN NOTICE TO
THE BORROWER AND TO THE ADMINISTRATIVE AGENT:
(I)
SUCH LENDER OR LENDERS MAY DECLARE THAT MULTICURRENCY LOANS (IN THE
AFFECTED CURRENCY OR CURRENCIES) WILL NOT THEREAFTER (FOR THE DURATION OF SUCH
UNLAWFULNESS) BE MADE BY SUCH LENDER OR LENDERS HEREUNDER (OR BE CONTINUED FOR
ADDITIONAL INTEREST PERIODS), WHEREUPON ANY REQUEST FOR A MULTICURRENCY LOAN (IN
THE AFFECTED CURRENCY OR CURRENCIES) OR TO CONTINUE A MULTICURRENCY LOAN (IN THE
AFFECTED CURRENCY OR CURRENCIES), AS THE CASE MAY BE, FOR AN ADDITIONAL INTEREST
PERIOD) SHALL, AS TO SUCH LENDER OR LENDERS ONLY, BE OF NO FORCE AND EFFECT,
UNLESS SUCH DECLARATION SHALL BE SUBSEQUENTLY WITHDRAWN; AND
(II)
SUCH LENDER MAY REQUIRE THAT ALL OUTSTANDING MULTICURRENCY LOANS (IN THE
AFFECTED CURRENCY OR CURRENCIES), MADE BY IT BE CONVERTED TO ABR LOANS OR LOANS
DENOMINATED IN DOLLARS, AS THE CASE MAY BE (UNLESS REPAID BY THE BORROWER), IN
WHICH EVENT ALL SUCH MULTICURRENCY LOANS (IN THE AFFECTED CURRENCY OR
CURRENCIES) SHALL BE CONVERTED TO ABR LOANS OR REVOLVING LOANS DENOMINATED IN
DOLLARS, AS THE CASE MAY BE, AS OF THE EFFECTIVE DATE