OR IN THE OFFICIAL INTERPRETATION OR APPLICATION THEREOF OR COMPLIANCE BY
ANY LENDER WITH ANY REQUEST OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF
LAW) FROM ANY CENTRAL BANK OR OTHER GOVERNMENTAL AUTHORITY MADE SUBSEQUENT TO
THE DATE HEREOF OR IN THE CASE OF AN ASSIGNEE OR PARTICIPANT, SUBSEQUENT TO THE
DATE OF ASSIGNMENT OR PARTICIPATION:
38
(I)
SHALL IMPOSE, MODIFY OR HOLD APPLICABLE ANY RESERVE, SPECIAL
DEPOSIT, COMPULSORY LOAN OR SIMILAR REQUIREMENT AGAINST ASSETS HELD BY, DEPOSITS
OR OTHER LIABILITIES IN OR FOR THE ACCOUNT OF, ADVANCES, LOANS OR OTHER
EXTENSIONS OF CREDIT BY, OR ANY OTHER ACQUISITION OF FUNDS BY, ANY OFFICE OF
SUCH LENDER THAT IS NOT OTHERWISE INCLUDED IN THE DETERMINATION OF THE
EUROCURRENCY RATE HEREUNDER; OR
(II)
SHALL IMPOSE ON SUCH LENDER ANY OTHER CONDITION;
AND THE RESULT OF ANY OF THE FOREGOING IS TO INCREASE THE COST TO SUCH LENDER,
BY AN AMOUNT THAT SUCH LENDER DEEMS TO BE MATERIAL, OF MAKING, CONVERTING INTO,
CONTINUING OR MAINTAINING EUROCURRENCY LOANS OR ISSUING OR PARTICIPATING IN
LETTERS OF CREDIT OR PARTICIPATING IN FOREIGN CURRENCY LOANS OR UK FOREIGN
CURRENCY LOANS, OR TO REDUCE ANY AMOUNT RECEIVABLE HEREUNDER IN RESPECT THEREOF,
THEN, IN ANY SUCH CASE, TMP SHALL PROMPTLY PAY SUCH LENDER, UPON ITS DEMAND, ANY
ADDITIONAL AMOUNTS NECESSARY TO COMPENSATE SUCH LENDER FOR SUCH INCREASED COST
OR REDUCED AMOUNT RECEIVABLE.
IF ANY LENDER BECOMES ENTITLED TO CLAIM ANY
ADDITIONAL AMOUNTS PURSUANT TO THIS PARAGRAPH, IT SHALL PROMPTLY NOTIFY THE
BORROWERS (WITH A COPY TO THE ADMINISTRATIVE AGENT) OF THE EVENT BY REASON OF
WHICH IT HAS BECOME SO ENTITLED.
(B)
IF ANY LENDER SHALL HAVE DETERMINED THAT THE ADOPTION OF OR ANY
CHANGE IN ANY REQUIREMENT OF LAW REGARDING CAPITAL ADEQUACY OR IN THE
INTERPRETATION OR APPLICATION THEREOF OR COMPLIANCE BY SUCH LENDER OR ANY
CORPORATION CONTROLLING SUCH LENDER WITH ANY REQUEST OR DIRECTIVE REGARDING
CAPITAL ADEQUACY (WHETHER OR NOT HAVING THE FORCE OF LAW) FROM ANY GOVERNMENTAL
AUTHORITY MADE SUBSEQUENT TO THE DATE HEREOF SHALL HAVE THE EFFECT OF REDUCING
THE RATE OF RETURN ON SUCH LENDER'S OR SUCH CORPORATION'S CAPITAL AS A
CONSEQUENCE OF ITS OBLIGATIONS HEREUNDER OR UNDER OR IN RESPECT OF ANY LETTER OF
CREDIT TO A LEVEL BELOW THAT WHICH SUCH LENDER OR SUCH CORPORATION COULD HAVE
ACHIEVED BUT FOR SUCH ADOPTION, CHANGE OR COMPLIANCE (TAKING INTO CONSIDERATION
SUCH LENDER'S OR SUCH CORPORATION'S POLICIES WITH RESPECT TO CAPITAL ADEQUACY)
BY AN AMOUNT DEEMED BY SUCH LENDER TO BE MATERIAL, THEN FROM TIME TO TIME, AFTER
SUBMISSION BY SUCH LENDER TO TMP (WITH A COPY TO THE ADMINISTRATIVE AGENT) OF A
WRITTEN REQUEST THEREFOR, TMP SHALL PAY TO SUCH LENDER SUCH ADDITIONAL AMOUNT OR
AMOUNTS AS WILL COMPENSATE SUCH LENDER OR SUCH CORPORATION FOR SUCH REDUCTION;
PROVIDED THAT TMP SHALL NOT BE REQUIRED TO COMPENSATE A LENDER PURSUANT TO THIS
PARAGRAPH FOR ANY AMOUNTS INCURRED MORE THAN SIX MONTHS PRIOR TO THE DATE THAT
SUCH LENDER NOTIFIES TMP OF SUCH LENDER'S INTENTION TO CLAIM COMPENSATION
THEREFOR; AND PROVIDED, FURTHER, THAT,