Common use of Change in Circumstances Clause in Contracts

Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable Laws or regulations or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation (but not the rates) of payments to Bank under any Loan made by Bank or any other fees or amounts payable hereunder (other than taxes imposed on the overall net income or net profits of Bank by the country in which Bank is located, or by the jurisdiction in which Bank has its principal office, or by any political subdivision or taxing authority therein), or shall impose, modify, or deem applicable any reserve requirement, special deposit, insurance charge (including FDIC insurance on Eurodollar deposits) or similar requirements against assets of, deposits with or for the account of, or credit extended by, Bank or shall impose on Bank or the London Interbank Market any other condition affecting this Agreement or Loan made by Bank, and the result of any of the foregoing shall be to increase the cost to Bank of making or maintaining its Loan or to reduce the amount of any sum received or receivable by Bank for any of its Loan hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by Bank to be material, then the Borrower will pay to Bank such additional amount or amounts as will reasonably compensate Bank for such additional costs. (b) If either: (i) The introduction of, or any change in, or in the interpretation of, any United States or foreign law, rule or regulation; or (ii) Compliance with any directive, guidelines or request from any central bank or other United States or foreign governmental authority (whether or not having the force of law) promulgated or made after the date hereof (but excluding, however, any law, rule, regulation, interpretation, directive, guideline or request contemplated by or resulting from the report dated July, 1988, entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basic Committee on Banking Regulations and Supervisory Practices), affects or would affect the amount of capital required or expected to be maintained by Bank (or any lending office of Bank) or any corporation directly or indirectly owning or controlling Bank (or any lending office of Bank) based upon the existence of this Agreement, and Bank shall have determined that such introduction, change or compliance has or would have the effect of reducing the rate of return on Bank's capital or on the capital of such owning or controlling corporation as a consequence of its obligations hereunder to a level below that which Bank or such owning or controlling corporation could have achieved but for such introduction, change or compliance (after taking into account Bank's policies or the policies of such owning or controlling corporation, as the case may be, regarding capital adequacy) by an amount deemed by Bank (in its sole discretion) to be material, then the Borrower will pay to Bank such additional amount or amounts as will compensate Bank for such reduction attributable to making, funding and maintaining the Loan. (c) A certificate of Bank setting forth such amount or amounts as shall be necessary to compensate Bank (or its participating banks or other entities pursuant to this Agreement), as specified in subparagraph (a) or (b) above, as the case may be, shall be delivered to Borrower and shall be conclusive absent manifest error; provided, however, that the Borrower shall be responsible for compliance herewith and the payment of increased costs only to the extent: (i) Any change in applicable Laws giving rise to increased costs occurs after the date of this Agreement; and (ii) Such change in Laws or the application thereof applies generally to the banking industry and is not the result of the Bank having inadequate or substandard capital as determined by its regulators; and (iii) The Bank gives notice of the change giving rise to increased costs within one hundred eighty (180) Business Days after the date on which Bank has, or with reasonable diligence should have had, knowledge of the change, or else Bank can only collect costs from and after the date of the notice. Subject to the foregoing, the Borrower shall pay the Bank the amount shown as due on any such certificate within ten (10) days after its receipt of such certificate. (d) The protection of this Paragraph 2.5 shall be available to Bank regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition that shall have been imposed.

Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable Laws or regulations or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation (but not the rates) of payments to Bank under any Loan made by Bank or any other fees or amounts payable hereunder (other than taxes imposed on the overall net income or net profits of Bank by the country in which Bank is located, or by the jurisdiction in which Bank has its principal office, or by any political subdivision or taxing authority therein), or shall impose, modify, or deem applicable any reserve requirement, special deposit, insurance charge (including FDIC insurance on Eurodollar deposits) or similar requirements against assets of, deposits with or for the account of, or credit extended by, Bank or shall impose on Bank or the London Interbank Market any other condition affecting this Agreement or Loan made by Bank, and the result of any of the foregoing shall be to increase the cost to Bank of making or maintaining its Loan or to reduce the amount of any sum received or receivable by Bank for any of its Loan hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by Bank to be material, then the Borrower will pay to Bank such additional amount or amounts as will reasonably compensate Bank for such additional costs. (b) If either: (i) The introduction of, or any change in, or in the interpretation of, any United States or foreign law, rule or regulation; or (ii) Compliance with any directive, guidelines or request from any central bank or other United States or foreign governmental authority (whether or not having the force of law) promulgated or made after the date hereof (but excluding, however, any law, rule, regulation, interpretation, directive, guideline or request contemplated by or resulting from the report dated July, 1988, entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basic Committee on Banking Regulations and Supervisory Practices), affects or would affect the amount of capital required or expected to be maintained by Bank (or any lending office of Bank) or any corporation directly or indirectly owning or controlling Bank (or any lending office of Bank) based upon the existence of this Agreement, and Bank shall have determined that such introduction, change or compliance has or would have the effect of reducing the rate of return on Bank's capital or on the capital of such owning or controlling corporation as a consequence of its obligations hereunder to a level below that which Bank or such owning or controlling corporation could have achieved but for such introduction, change or compliance (after taking into account Bank's policies or the policies of such owning or controlling corporation, as the case may be, regarding capital adequacy) by an amount deemed by Bank (in its sole discretion) to be material, then the Borrower will pay to Bank such additional amount or amounts as will compensate Bank for such reduction attributable to making, funding and maintaining the Loan. (c) A certificate of Bank setting forth such amount or amounts as shall be necessary to compensate Bank (or its participating banks or other entities pursuant to this Agreement), as specified in subparagraph Paragraph (a) or (b) above, as the case may be, shall be delivered to Borrower and shall be conclusive absent manifest error; provided, however, that the Borrower shall be responsible for compliance herewith and the payment of increased costs only to the extent: (i) Any change in applicable Laws giving rise to increased costs occurs after the date of this Agreement; and (ii) Such change in Laws or the application thereof applies generally to the banking industry and is not the result of the Bank having inadequate or substandard capital as determined by its regulators; and (iii) The Bank gives notice of the change giving rise to increased costs within one hundred eighty (180) Business Days after the date on which Bank has, or with reasonable diligence should have had, knowledge of the change, or else Bank can only collect costs from and after the date of the notice. Subject to the foregoing, the Borrower shall pay the Bank the amount shown as due on any such certificate within ten (10) days after its receipt of such certificate. (d) The protection of this Paragraph 2.5 shall be available to Bank regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition that shall have been imposed.

Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable Laws or regulations or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation (but not the rates) of payments to Bank under any Loan made by Bank or any other fees or amounts payable hereunder (other than taxes imposed on the overall net income or net profits of Bank by the country in which Bank is located, or by the jurisdiction in which Bank has its principal office, or by any political subdivision or taxing authority therein), or shall impose, modify, or deem applicable any reserve requirement, special deposit, insurance charge (including FDIC insurance on Eurodollar deposits) or similar requirements against assets of, deposits with or for the account of, or credit extended by, Bank or shall impose on Bank or the London Interbank Market any other condition affecting this Agreement or Loan made by Bank, and the result of any of the foregoing shall be to increase the cost to Bank of making or maintaining its Loan or to reduce the amount of any sum received or receivable by Bank for any of its Loan hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by Bank to be material, then the Borrower Borrowers will pay to Bank such additional amount or amounts as will reasonably compensate Bank for such additional costs. (b) If either: (i) The introduction of, or any change in, or in the interpretation of, any United States or foreign law, rule or regulation; or (ii) Compliance with any directive, guidelines or request from any central bank or other United States or foreign governmental authority (whether or not having the force of law) promulgated or made after the date hereof (but excluding, however, any law, rule, regulation, interpretation, directive, guideline or request contemplated by or resulting from the report dated July, 1988, entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basic Committee on Banking Regulations and Supervisory Practices), affects or would affect the amount of capital required or expected to be maintained by Bank (or any lending office of Bank) or any corporation directly or indirectly owning or controlling Bank (or any lending office of Bank) based upon the existence of this Agreement, and Bank shall have determined that such introduction, change or compliance has or would have the effect of reducing the rate of return on Bank's capital or on the capital of such owning or controlling corporation as a consequence of its obligations hereunder to a level below that which Bank or such owning or controlling corporation could have achieved but for such introduction, change or compliance (after taking into account Bank's policies or the policies of such owning or controlling corporation, as the case may be, regarding capital adequacy) by an amount deemed by Bank (in its sole discretion) to be material, then the Borrower will pay to Bank such additional amount or amounts as will compensate Bank for such reduction attributable to making, funding and maintaining the Loan. (c) A certificate of Bank setting forth such amount or amounts as shall be necessary to compensate Bank (or its participating banks or other entities pursuant to this Agreement), as specified in subparagraph (a) or (b) above, as the case may be, shall be delivered to Borrower and shall be conclusive absent manifest error; provided, however, that the Borrower shall be responsible for compliance herewith and the payment of increased costs only to the extent: (i) Any change in applicable Laws giving rise to increased costs occurs after the date of this Agreement; and (ii) Such change in Laws or the application thereof applies generally to the banking industry and is not the result of the Bank having inadequate or substandard capital as determined by its regulators; and (iii) The Bank gives notice of the change giving rise to increased costs within one hundred eighty (180) Business Days after the date on which Bank has, or with reasonable diligence should have had, knowledge of the change, or else Bank can only collect costs from and after the date of the notice. Subject to the foregoing, the Borrower shall pay the Bank the amount shown as due on any such certificate within ten (10) days after its receipt of such certificate. (d) The protection of this Paragraph 2.5 shall be available to Bank regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition that shall have been imposed.

Change in Circumstances. (aA) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable Laws or regulations regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation (but not the rates) of payments to a Bank under any Eurodollar Loan made by a Bank or any other fees or amounts payable hereunder (other than taxes imposed on the overall net income or net profits of such Bank by the country in which such Bank is located, or by the jurisdiction in which such Bank has its principal office, or by any political subdivision or taxing authority therein), or shall impose, modify, modify or deem applicable any reserve requirement, special deposit, insurance charge (including FDIC insurance on Eurodollar deposits) or similar requirements requirement against assets of, deposits with or for the account of, or credit extended by, such Bank or shall impose on such Bank or the London Interbank Market any other condition affecting this Agreement or Loan Eurodollar Loans made by such Bank, and the result of any of the foregoing shall be to increase the cost to such Bank of making or maintaining its any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Bank for any of its Loan hereunder (whether of principal, interest or otherwise) in respect thereof by an amount reasonably deemed by such Bank in good faith to be material, then the Borrower will pay to such Bank such additional amount or amounts as will reasonably compensate such Bank for such additional costscosts of reduction. (bB) If either: (i1) The introduction of, or any change in, or in the interpretation of, any United States or foreign law, rule or regulation; or (ii2) Compliance with any directive, guidelines or request from any central bank or other United States or foreign governmental authority (whether or not having the force of law) promulgated or made after the date hereof (but excluding, however, any law, rule, regulation, interpretation, directive, guideline or request contemplated by or resulting from the report dated July, 1988, entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basic Basle Committee on Banking Regulations and Supervisory Practices), affects or would affect the amount of capital required or expected to be maintained by a Bank (or any lending office of such Bank) or any corporation directly or indirectly owning or controlling such Bank (or any lending office of such Bank) based upon the existence of this Agreement, and such Bank shall have determined that such introduction, change or compliance has or would have the effect of reducing the rate of return on Bank's capital or on the capital of such owning or controlling corporation as a consequence of its obligations hereunder (including its Commitment) to a level below that which such Bank or such owning or controlling corporation could have achieved but for such introduction, change or compliance (after taking into account that Bank's policies or the policies of such owning or controlling corporation, as the case may be, regarding capital adequacy) by an amount reasonably deemed by such Bank (in its sole discretion) good faith to be material, then then, from time to time, the Borrower will shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction attributable to making, funding and maintaining the Loanits Commitment, Loans and Letters of Credit hereunder. (cC) A certificate of any Bank setting forth such amount or amounts as shall be necessary to compensate such Bank (or its participating banks or other entities pursuant to this Agreement), Paragraph 10.8) as specified in subparagraph paragraph (aA) or (bB) above, as the case may be, shall be delivered to Borrower the Agent and shall be conclusive absent manifest errorthe Borrower; provided, provided however, that the Borrower shall be responsible for compliance herewith and the payment of increased costs only to the extent: (i1) Any change in applicable Laws giving rise to increased costs occurs after the date of this Agreement; and; (ii2) Such change in Laws or the application thereof applies generally to the banking industry and is not the result of one or more of the Bank Banks in this Agreement having inadequate or substandard capital as determined by its regulators; and (iii3) The affected Bank gives notice of the change giving rise to increased costs within one hundred eighty (180) Business Days after the date on which such Bank has, or with reasonable diligence should have had, knowledge of the change, or else such Bank can only collect costs from and after the date of the notice. Subject to the foregoing, the Borrower shall pay to the Agent for the account of the affected Bank the amount shown as due on any such certificate within ten thirty (1030) days after its receipt of such certificate. (dD) The protection of this Paragraph 2.5 2.7 shall be available to each Bank regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition that shall have been imposed; provided, if a court of competent jurisdiction (or a final administrative proceeding which is not judicially challenged) finally determines that such law or regulation is invalid or unapplicable, then the protection of this Paragraph shall not be available.

Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable Laws or regulations or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation (but not the rates) of payments to Bank under any Loan made by Bank or any other fees or amounts payable hereunder (other than taxes imposed on the overall net income or net profits of Bank by the country in which Bank is located, or by the jurisdiction in which Bank has its principal office, or by any political subdivision or taxing authority therein), or shall impose, modify, or deem applicable any reserve requirement, special deposit, insurance charge (including FDIC insurance on Eurodollar deposits) or similar requirements against assets of, deposits with or for the account of, or credit extended by, Bank or shall impose on Bank or the London Interbank Market any other condition affecting this Agreement or Loan made by Bank, and the result of any of the foregoing shall be to increase the cost to Bank of making or maintaining its Loan or to reduce the amount of any sum received or receivable by Bank for any of its Loan hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by Bank to be material, then the Borrower Borrowers will pay to Bank such additional amount or amounts as will reasonably compensate Bank for such additional costs. (b) If either: (i) The introduction of, or any change in, or in the interpretation of, any United States or foreign law, rule or regulation; or (ii) Compliance with any directive, guidelines or request from any central bank or other United States or foreign governmental authority (whether or not having the force of law) promulgated or made after the date hereof (but excluding, however, any law, rule, regulation, interpretation, directive, guideline or request contemplated by or resulting from the report dated July, 1988, entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basic Committee on Banking Regulations and Supervisory Practices), affects or would affect the amount of capital required or expected to be maintained by Bank (or any lending office of Bank) or any corporation directly or indirectly owning or controlling Bank (or any lending office of Bank) based upon the existence of this Agreement, and Bank shall have determined that such introduction, change or compliance has or would have the effect of reducing the rate of return on Bank's capital or on the capital of such owning or controlling corporation as a consequence of its obligations hereunder to a level below that which Bank or such owning or controlling corporation could have achieved but for such introduction, change or compliance (after taking into account Bank's policies or the policies of such owning or controlling corporation, as the case may be, regarding capital adequacy) by an amount deemed by Bank (in its sole discretion) to be material, then the Borrower will pay to Bank such additional amount or amounts as will compensate Bank for such reduction attributable to making, funding and maintaining the Loan. (c) A certificate of Bank setting forth such amount or amounts as shall be necessary to compensate Bank (or its participating banks or other entities pursuant to this Agreement), as specified in subparagraph Paragraph (a) or (b) above, as the case may be, shall be delivered to Borrower and shall be conclusive absent manifest error; provided, however, that the Borrower shall be responsible for compliance herewith and the payment of increased costs only to the extent: (i) Any change in applicable Laws giving rise to increased costs occurs after the date of this Agreement; and (ii) Such change in Laws or the application thereof applies generally to the banking industry and is not the result of the Bank having inadequate or substandard capital as determined by its regulators; and (iii) The affected Bank gives notice of the change giving rise to increased costs within one hundred eighty (180) Business Days after the date on which Bank has, or with reasonable diligence should have had, knowledge of the change, or else Bank can only collect costs from and after the date of the notice. Subject to the foregoing, the Borrower shall pay the affected Bank the amount shown as due on any such certificate within ten (10) days after its receipt of such certificate. (d) The protection of this Paragraph 2.5 shall be available to Bank regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition that shall have been imposed.

Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable Laws or regulations or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation (but not the rates) of payments to a Bank under any Loan made by Bank or any other fees or amounts payable hereunder (other than taxes imposed on the overall net income or net profits of Bank by the country in which Bank is located, or by the jurisdiction in which Bank has its principal office, or by any political subdivision or taxing authority therein), or shall impose, modify, or deem applicable any reserve requirement, special deposit, insurance charge (including FDIC insurance on Eurodollar deposits) or similar requirements against assets of, deposits with or for the account of, or credit extended by, Bank or shall impose on Bank or the London Interbank Market any other condition affecting this Agreement or Loan made by Bank, and the result of any of the foregoing shall be to increase the cost to Bank of making or maintaining its Loan or to reduce the amount of any sum received or receivable by Bank for any of its Loan hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by Bank to be material, then the Borrower Borrowers will pay to Bank such additional amount or amounts as will reasonably compensate Bank for such additional costs. (b) If either: (i) The introduction of, or any change in, or in the interpretation of, any United States or foreign law, rule or regulation; or (ii) Compliance with any directive, guidelines or request from any central bank or other United States or foreign governmental authority (whether or not having the force of law) promulgated or made after the date hereof (but excluding, however, any law, rule, regulation, interpretation, directive, guideline or request contemplated by or resulting from the report dated July, 1988, entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basic Committee on Banking Regulations and Supervisory Practices), affects or would affect the amount of capital required or expected to be maintained by Bank (or any lending office of Bank) or any corporation directly or indirectly owning or controlling Bank (or any lending office of Bank) based upon the existence of this Agreement, and Bank shall have determined that such introduction, change or compliance has or would have the effect of reducing the rate of return on Bank's capital or on the capital of such owning or controlling corporation as a consequence of its obligations hereunder to a level below that which Bank or such owning or controlling corporation could have achieved but for such introduction, change or compliance (after taking into account Bank's policies or the policies of such owning or controlling corporation, as the case may be, regarding capital adequacy) by an amount deemed by Bank (in its sole discretion) to be material, then the Borrower will pay to Bank such additional amount or amounts as will compensate Bank for such reduction attributable to making, funding and maintaining the Loan. (c) A certificate of Bank setting forth such amount or amounts as shall be necessary to compensate Bank (or its participating banks or other entities pursuant to this Agreement), as specified in subparagraph (a) or (b) above, as the case may be, shall be delivered to Borrower and shall be conclusive absent manifest error; provided, however, that the Borrower shall be responsible for compliance herewith and the payment of increased costs only to the extent: (i) Any change in applicable Laws giving rise to increased costs occurs after the date of this Agreement; and (ii) Such change in Laws or the application thereof applies generally to the banking industry and is not the result of the Bank having inadequate or substandard capital as determined by its regulators; and (iii) The Bank gives notice of the change giving rise to increased costs within one hundred eighty (180) Business Days after the date on which Bank has, or with reasonable diligence should have had, knowledge of the change, or else Bank can only collect costs from and after the date of the notice. Subject to the foregoing, the Borrower shall pay the Bank the amount shown as due on any such certificate within ten (10) days after its receipt of such certificate. (d) The protection of this Paragraph 2.5 shall be available to Bank regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition that shall have been imposed.

Change in Circumstances. (aA) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable Laws or regulations regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation (but not the rates) of payments to a Bank under any Eurodollar Loan made by a Bank or any other fees or amounts payable hereunder (other than taxes imposed on the overall net income or net profits of such Bank by the country in which such Bank is located, or by the jurisdiction in which such Bank has its principal office, or by any political subdivision or taxing authority therein), or shall impose, modify, modify or deem applicable any reserve requirement, special deposit, insurance charge (including FDIC insurance on Eurodollar deposits) or similar requirements requirement against assets of, deposits with or for the account of, or credit extended by, such Bank or shall impose on such Bank or the London Interbank Market any other condition affecting this Agreement or Loan Eurodollar Loans made by such Bank, and the result of any of the foregoing shall be to increase the cost to such Bank of making or maintaining its any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Bank for any of its Loan hereunder (whether of principal, interest or otherwise) in respect thereof by an amount reasonably deemed by such Bank to be material, then the Borrower will pay to such Bank such additional amount or amounts as will reasonably compensate such Bank for such additional costscosts of reduction. (bB) If either: (i1) The introduction of, or any change in, or in the interpretation of, any United States or foreign law, rule or regulation; or (ii2) Compliance with any directive, guidelines or request from any central bank or other United States or foreign governmental authority (whether or not having the force of law) promulgated or made after the date hereof (but excluding, however, any law, rule, regulation, interpretation, directive, guideline or request contemplated by or resulting from the report dated July, 1988, entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basic Basle Committee on Banking Regulations and Supervisory Practices), affects or would affect the amount of capital required or expected to be maintained by a Bank (or any lending office of such Bank) or any corporation directly or indirectly owning or controlling such Bank (or any lending office of such Bank) based upon the existence of this Agreement, and such Bank shall have determined that such introduction, change or compliance has or would have the effect of reducing the rate of return on Bank's capital or on the capital of such owning or controlling corporation as a consequence of its obligations hereunder (including its Commitment) to a level below that which such Bank or such owning or controlling corporation could have achieved but for such introduction, change or compliance (after taking into account that Bank's policies or the policies of such owning or controlling corporation, as the case may be, regarding capital adequacy) by an amount deemed by such Bank (in its sole reasonable discretion) to be material, then then, from time to time, the Borrower will shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction attributable to making, funding and maintaining the Loanits Commitment and Loans hereunder. (cC) A certificate of any Bank setting forth such amount or amounts as shall be necessary to compensate such Bank (or its participating banks Bank or other entities pursuant to this Agreement), Paragraph 9.8) as specified in subparagraph paragraph (aA) or (bB) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error; provided, provided however, that the Borrower shall be responsible for compliance herewith and the payment of increased costs only to the extent: (i1) Any change in applicable Laws giving rise to increased costs occurs after the date of this Agreement; and; (ii2) Such change in Laws or the application thereof applies generally to the banking industry and is not the result of one or more of the Bank Banks in this Agreement having inadequate or substandard capital as determined by its regulators; and (iii3) The affected Bank gives notice of the change giving rise to increased costs within one hundred eighty (180) Business Days after the date on which such Bank has, or with reasonable diligence should have had, knowledge of the change, or else such Bank can only collect costs from and after the date of the notice. Subject to the foregoing, the Borrower shall pay the affected Bank the amount shown as due on any such certificate within ten (10) days after its receipt of such certificate. (dD) The protection of this Paragraph 2.5 2.8 shall be available to each Bank regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition that shall have been imposed; provided, if a court of competent jurisdiction (or a final administrative proceeding which is not judicially challenged) finally determines that such law or regulation is invalid or unapplicable, then the protection of this Paragraph shall not be available.

Change in Circumstances. (aA) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable Laws or regulations or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation (but not the rates) of payments to a Bank under any Eurodollar Loan made by a Bank or any other fees or amounts payable hereunder (other than taxes imposed on the overall net income or net profits of a Bank by the country in which a Bank is located, or by the jurisdiction in which a Bank has its principal office, or by any political subdivision or taxing authority therein), or shall impose, modify, or deem applicable any reserve requirement, special deposit, insurance charge (including FDIC insurance on Eurodollar deposits) or similar requirements against assets of, deposits with or for the account of, or credit extended by, such Bank or shall impose on such Bank or the London Interbank Market any other condition affecting this Agreement or Loan Eurodollar Loans made by such Bank, and the result of any of the foregoing shall be to increase the cost to the Bank of making or maintaining its Eurodollar Loan or to reduce the amount of any sum received or receivable by such Bank for any of its Loan Eurodollar Loans hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by the Bank to be material, then the Borrower will pay to such Bank such additional amount or amounts as will reasonably compensate such Bank for such additional costs. (bB) If either: (i1) The introduction of, or any change in, or in the interpretation of, any United States or foreign law, rule or regulation; or (ii2) Compliance with any directive, guidelines or request from any central bank or other United States or foreign governmental authority (whether or not having the force of law) promulgated or made after the date hereof (but excluding, however, any law, rule, regulation, interpretation, directive, guideline or request contemplated by or resulting from the report dated July, 1988, entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basic Committee on Banking Regulations and Supervisory Practices), affects or would affect the amount of capital required or expected to be maintained by any Bank (or any lending office of any Bank) or any corporation directly or indirectly owning or controlling any Bank (or any lending office of any Bank) based upon the existence of this Agreement, and such Bank shall have determined that such introduction, change or compliance has or would have the effect of reducing the rate of return on such Bank's capital or on the capital of such owning or controlling corporation as a consequence of its obligations hereunder (including its Commitment) to a level below that which such Bank or such owning or controlling corporation could have achieved but for such introduction, change or compliance (after taking into account that such Bank's policies or the policies of such owning or controlling corporation, as the case may be, regarding capital adequacy) by an amount deemed by such Bank (in its sole discretion) to be material, then the Borrower will pay to such Bank such additional amount or amounts as will compensate the Bank for such reduction attributable to making, funding and maintaining the Loanits Commitment and Loans hereunder. (cC) A certificate of any Bank setting forth such amount or amounts as shall be necessary to compensate such Bank (or its participating banks or other entities pursuant to this Agreement), as specified in subparagraph paragraph (aA) or (bB) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error; provided, however, that the Borrower shall be responsible for compliance herewith and the payment of increased costs only to the extent: (i1) Any change in applicable Laws giving rise to increased costs occurs after the date of this Agreement, and such change or actions are generally applicable to financial institutions similarly situated to the Banks; and (ii2) Such change in Laws costs arise or accrue after the application thereof applies generally to the banking industry and day that is not the result of the Bank having inadequate or substandard capital as determined by its regulators; and (iii) The Bank gives notice of the change giving rise to increased costs within one hundred eighty (180) Business Days after the date on which such Bank has, provides the Borrower with written notice specifying the change or with reasonable diligence should have had, knowledge of the change, or else Bank can only collect costs from and after the date of the noticeevent giving rise to such increased costs. Subject to the foregoing, the Borrower shall pay the affected Bank the amount shown as due on any such certificate within ten (10) days after its receipt of such certificate. (dD) The protection of this Paragraph 2.5 2.11 shall be available to Bank the Banks regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition that shall have been imposed.

Change in Circumstances. (a) a. Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable Laws or regulations or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation (but not the rates) of payments to a Bank under any Eurodollar Loan made by Bank or any other fees or amounts payable hereunder (other than taxes imposed on the overall net income or net profits of a Bank by the country in which such Bank is located, or by the jurisdiction in which such Bank has its principal office, or by any political subdivision or taxing authority therein), or shall impose, modify, or deem applicable any reserve requirement, special deposit, insurance charge (including FDIC insurance on Eurodollar deposits) or similar requirements against assets of, deposits with or for the account of, or credit extended by, such Bank or shall impose on such Bank or the London Interbank Market any other condition affecting this Agreement or Loan Eurodollar Loans made by such Bank, and the result of any of the foregoing shall be to increase the cost to such Bank of making or maintaining its Eurodollar Loan or to reduce the amount of any sum received or receivable by such Bank for any of its Loan Eurodollar Loans hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Bank to be material, then the Borrower Borrowers will pay to such Bank such additional amount or amounts as will reasonably compensate Bank for such additional costs. (b) b. If either: (i) The introduction of, or any change in, or in the interpretation of, any United States or foreign law, rule or regulation; or (ii) Compliance with any directive, guidelines or request from any central bank or other United States or foreign governmental authority (whether or not having the force of law) promulgated or made after the date hereof (but excluding, however, any law, rule, regulation, interpretation, directive, guideline or request contemplated by or resulting from the report dated July, 1988, entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basic Committee on Banking Regulations and Supervisory Practices), affects or would affect the amount of capital required or expected to be maintained by such Bank (or any lending office of such Bank) or any corporation directly or indirectly owning or controlling such Bank (or any lending office of such Bank) based upon the existence of this Agreement, and such Bank shall have determined that such introduction, change or compliance has or would have the effect of reducing the rate of return on such Bank's capital or on the capital of such owning or controlling corporation as a consequence of its obligations hereunder (including its Commitment) to a level below that which such Bank or such owning or controlling corporation could have achieved but for such introduction, change or compliance (after taking into account that Bank's policies or the policies of such owning or controlling corporation, as the case may be, regarding capital adequacy) by an amount deemed by such Bank (in its sole discretion) to be material, then the Borrower Borrowers will pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction attributable to making, funding and maintaining the Loanits Commitment, Loans and Letters of Credit hereunder. (c) c. A certificate of a Bank setting forth such amount or amounts as shall be necessary to compensate such Bank (or its participating banks or other entities pursuant to this Agreement), as specified in subparagraph Paragraph (a) or (b) above, as the case may be, shall be delivered to Borrower and shall be conclusive absent manifest error; provided, however, that the Borrower shall be responsible for compliance herewith and the payment of increased costs only to the extent: (i) Any change in applicable Laws giving rise to increased costs occurs after the date of this Agreement; and (ii) Such change in Laws or the application thereof applies generally to the banking industry and is not the result of one or more of the Bank Banks having inadequate or substandard capital as determined by its regulators; and (iii) The affected Bank gives notice of the change giving rise to increased costs within one hundred eighty (180) Business Days after the date on which such Bank has, or with reasonable diligence should have had, knowledge of the change, or else such Bank can only collect costs from and after the date of the notice. Subject to the foregoing, the Borrower shall pay the affected Bank the amount shown as due on any such certificate within ten (10) days after its receipt of such certificate. (d) d. The protection of this Paragraph 2.5 Section 2.8 shall be available to Bank regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition that shall have been imposed.

Change in Circumstances. (aA) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable Laws or regulations regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation (but not the rates) of payments to a Bank under any Eurodollar Loan made by a Bank or any other fees or amounts payable hereunder (other than taxes imposed on the overall net income or net profits of such Bank by the country in which such Bank is located, or by the jurisdiction in which such Bank has its principal office, or by any political subdivision or taxing authority therein), or shall impose, modify, modify or deem applicable any reserve requirement, special deposit, insurance charge (including FDIC insurance on Eurodollar deposits) or similar requirements requirement against assets of, deposits with or for the account of, or credit extended by, such Bank or shall impose on such Bank or the London Interbank Market any other condition affecting this Agreement or Loan Eurodollar Loans made by such Bank, and the result of any of the foregoing shall be to increase the cost to such Bank of making or maintaining its any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Bank for any of its Loan hereunder here under (whether of principal, interest or otherwise) in respect thereof by an amount reasonably deemed by such Bank to be material, then the Borrower will pay to such Bank such additional amount or amounts as will reasonably compensate such Bank for such additional costscosts of reduction. (bB) If either: (i1) The introduction of, or any change in, or in the interpretation of, any United States or foreign law, rule or regulation; or (ii2) Compliance with any directive, guidelines or request from any central bank or other United States or foreign governmental authority (whether or not having the force of law) promulgated or made after the date hereof (but excluding, however, any law, rule, regulation, interpretation, directive, guideline or request contemplated by or resulting from the report dated July, 1988, entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basic Basle Committee on Banking Regulations and Supervisory Practices), affects or would affect the amount of capital required or expected to be maintained by a Bank (or any lending office of such Bank) or any corporation directly or indirectly owning or controlling such Bank (or any lending office of such Bank) based upon the existence of this Agreement, and such Bank shall have determined that such introduction, change or compliance has or would have the effect of reducing the rate of return on Bank's capital or on the capital of such owning or controlling corporation as a consequence of its obligations hereunder (including its Commitment) to a level below that which such Bank or such owning or controlling corporation could have achieved but for such introduction, change or compliance (after taking into account that Bank's policies or the policies of such owning or controlling corporation, as the case may be, regarding capital adequacy) by an amount deemed by such Bank (in its sole reasonable discretion) to be material, then then, from time to time, the Borrower will shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction attributable to making, funding and maintaining the Loanits Commitment and Loans hereunder. (cC) A certificate of any Bank setting forth such amount or amounts as shall be necessary to compensate such Bank (or its participating banks Bank or other entities pursuant to this Agreement), Paragraph 9.8) as specified in subparagraph paragraph (aA) or (bB) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error; provided, provided however, that the Borrower shall be responsible for compliance herewith and the payment of increased costs only to the extent: (i1) Any change in applicable Laws giving rise to increased costs occurs after the date of this Agreement; and; (ii2) Such change in Laws or the application thereof applies generally to the banking industry and is not the result of one or more of the Bank Banks in this Agreement having inadequate or substandard capital as determined by its regulators; and (iii3) The affected Bank gives notice of the change giving rise to increased costs within one hundred eighty (180) Business Days after the date on which such Bank has, or with reasonable diligence should have had, knowledge of the change, or else such Bank can only collect costs from and after the date of the notice. Subject to the foregoing, the Borrower shall pay the affected Bank the amount shown as due on any such certificate within ten (10) days after its receipt of such certificate. (dD) The protection of this Paragraph 2.5 2.8 shall be available to each Bank regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition that shall have been imposed; provided, if a court of competent jurisdiction (or a final administrative proceeding which is not judicially challenged) finally determines that such law or regulation is invalid or unapplicable, then the protection of this Paragraph shall not be available.

Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable Laws or regulations or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation (but not the rates) of payments to Bank under any Eurodollar Loan made by Bank or any other fees or amounts payable hereunder (other than taxes imposed on the overall net income or net profits of Bank by the country in which such Bank is located, or by the jurisdiction in which Bank has its principal office, or by any political subdivision or taxing authority therein), or shall impose, modify, or deem applicable any reserve requirement, special deposit, insurance charge (including FDIC insurance on Eurodollar deposits) or similar requirements against assets of, deposits with or for the account of, or credit extended by, Bank or shall impose on Bank (other than a specific imposition on Bank, rather than a general imposition upon banks related to asset size, nature of operations or other factors) or the London Interbank Market any other condition affecting this Agreement or Loan Eurodollar Loans made by Bank, and the result of any of the foregoing shall be to increase the cost to Bank of making or maintaining its Eurodollar Loan or to reduce the amount of any sum received or receivable by Bank for any of its Loan Eurodollar Loans hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by Bank to be material, then the Borrower will pay to Bank such additional amount or amounts as will reasonably compensate Bank for such additional costs. (b) If either: (i) The introduction of, or any change in, or in the interpretation of, any United States or foreign law, rule or regulation; or (ii) Compliance with any directive, guidelines or request from any central bank or other United States or foreign governmental authority (whether or not having the force of law) promulgated or made after the date hereof (but excluding, however, any law, rule, regulation, interpretation, directive, guideline or request contemplated by or resulting from the report dated July, 1988, entitled "“International Convergence of Capital Measurement and Capital Standards" ” issued by the Basic Committee on Banking Regulations and Supervisory Practices), affects or would affect the amount of capital required or expected to be maintained by Bank (or any lending office of Bank) or any corporation directly or indirectly owning or controlling Bank (or any lending office of Bank) based upon the existence of this Agreement, and Bank shall have determined that such introduction, change or compliance has or would have the effect of reducing the rate of return on Bank's ’s capital or on the capital of such owning or controlling corporation as a consequence of its obligations hereunder (including its Commitment) to a level below that which Bank or such owning or controlling corporation could have achieved but for such introduction, change or compliance (after taking into account that Bank's ’s policies or the policies of such owning or controlling corporation, as the case may be, regarding capital adequacy) by an amount deemed by Bank (in its sole discretion) to be material, then the Borrower Borrowers will pay to Bank such additional amount or amounts as will compensate Bank for such reduction attributable to making, funding and maintaining the Loanits commitment hereunder. (c) A certificate of Bank setting forth such amount or amounts as shall be necessary to compensate Bank (or its participating banks or other entities pursuant to this Agreement), as specified in subparagraph Paragraph (a) or (b) above, as the case may be, shall be delivered to Borrower and shall be conclusive absent manifest error; provided, however, that the Borrower shall be responsible for compliance herewith and the payment of increased costs only to the extent: (i) Any change in applicable Laws giving rise to increased costs occurs after the date of this Agreement; and (ii) Such change in Laws or the application thereof applies generally to the banking industry and is not the result of the Bank having inadequate or substandard capital as determined by its regulators; and (iii) The Bank gives notice of the change giving rise to increased costs within one hundred eighty (180) Business Days after the date on which Bank has, or with reasonable diligence should have had, knowledge of the change, or else Bank can only collect costs from and after the date of the notice. Subject to the foregoing, the Borrower shall pay the Bank the amount shown as due on any such certificate within ten (10) days after its receipt of such certificate. (d) The protection of this Paragraph 2.5 Section 2.6 shall be available to Bank regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition that shall have been imposed.

Change in Circumstances. (aA) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable Laws or regulations or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation (but not the rates) of payments to a Bank under any Eurodollar Loan made by a Bank or any other fees or amounts payable hereunder (other than taxes imposed on the overall net income or net profits of a Bank by the country in which a Bank is located, or by the jurisdiction in which a Bank has its principal office, or by any political subdivision or taxing authority therein), or shall impose, modify, or deem applicable any reserve requirement, special deposit, insurance charge (including FDIC insurance on Eurodollar deposits) or similar requirements against assets of, deposits with or for the account of, or credit extended by, such Bank or shall impose on such Bank or the London Interbank Market any other condition affecting this Agreement or Loan Eurodollar Loans made by such Bank, and the result of any of the foregoing shall be to increase the cost to the Bank of making or maintaining its Eurodollar Loan or to reduce the amount of any sum received or receivable by such Bank for any of its Loan Eurodollar Loans hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by the Bank to be material, then the Borrower will pay to such Bank such additional amount or amounts as will reasonably compensate such Bank for such additional costs. (bB) If either: (i1) The introduction of, or any change in, or in the interpretation of, any United States or foreign law, rule or regulation; or (ii2) Compliance with any directive, guidelines or request from any central bank or other United States or foreign governmental authority (whether or not having the force of law) promulgated or made after the date hereof (but excluding, however, any law, rule, regulation, interpretation, directive, guideline or request contemplated by or resulting from the report dated July, 1988, entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basic Committee on Banking Regulations and Supervisory Practices), affects or would affect the amount of capital required or expected to be maintained by any Bank (or any lending office of any Bank) or any corporation directly or indirectly owning or controlling any Bank (or any lending office of any Bank) based upon the existence of this Agreement, and such Bank shall have determined that such introduction, change or compliance has or would have the effect of reducing the rate of return on such Bank's capital or on the capital of such owning or controlling corporation as a consequence of its obligations hereunder (including its Commitment) to a level below that which such Bank or such owning or controlling corporation could have achieved but for such introduction, change or compliance (after taking into account that such Bank's policies or the policies of such owning or controlling corporation, as the case may be, regarding capital adequacy) by an amount deemed by such Bank (in its sole discretion) to be material, then the Borrower will pay to such Bank such additional amount or amounts as will compensate the Bank for such reduction attributable to making, funding and maintaining the Loanits Commitment and Loans hereunder. (cC) A certificate of any Bank setting forth such amount or amounts as shall be necessary to compensate such Bank (or its participating banks or other entities pursuant to this Agreement), as specified in subparagraph paragraph (aA) or (bB) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error; provided, however, that the Borrower shall be responsible for compliance herewith and the payment of increased costs only to the extent: (i1) Any change in applicable Laws giving rise to increased costs occurs after the date of this Agreement, and such change or actions are generally applicable to financial institutions similarly situated to the Banks; and (ii2) Such change in Laws costs arise or accrue after the application thereof applies generally to the banking industry and day that is not the result of the Bank having inadequate or substandard capital as determined by its regulators; and (iii) The Bank gives notice of the change giving rise to increased costs within one hundred eighty (180) Business Days after the date on which such Bank has, provides the Borrower with written notice specifying the change or with reasonable diligence should have had, knowledge of the change, or else Bank can only collect costs from and after the date of the noticeevent giving rise to such increased costs. Subject to the foregoing, the Borrower shall pay the affected Bank the amount shown as due on any such certificate within ten (10) days after its receipt of such certificate. (dD) The protection of this Paragraph 2.5 Section 2.11 shall be available to Bank the Banks regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition that shall have been imposed.

Change in Circumstances. (a) a. Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable Laws laws or regulations or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation (but not the rates) of payments to Bank under any Loan LIBOR Advance made by Bank or any other fees or amounts payable hereunder (other than taxes imposed on the overall net income or net profits of Bank by the country in which Bank is located, or by the jurisdiction in which a Bank has its principal office, or by any political subdivision or taxing authority therein), or shall impose, modify, or deem applicable any reserve requirement, special deposit, insurance charge (including FDIC insurance on Eurodollar deposits) or similar requirements against assets of, deposits with or for the account of, or credit extended by, Bank or shall impose on Bank or the London Interbank Market any other condition affecting this Agreement or Loan LIBOR Advances made by Bank, and the result of any of the foregoing shall be to increase the cost to the Bank of making or maintaining its Loan LIBOR Advance or to reduce the amount of any sum received or receivable by Bank for any of its Loan LIBOR Advances hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by the Bank to be material, then the Borrower will pay to Bank such additional amount or amounts as will reasonably compensate Bank for such additional costs. (b) b. If either: (i) The introduction of, or any change in, or in the interpretation of, any United States or foreign law, rule or regulation; or (ii) Compliance with any directive, guidelines or request from any central bank or other United States or foreign governmental authority (whether or not having the force of law) promulgated or made after the date hereof (but excluding, however, any law, rule, regulation, interpretation, directive, guideline or request contemplated by or resulting from the report dated July, 1988, entitled "International Convergence of Capital Measurement and Capital Standards" issued by the Basic Committee on Banking Regulations and Supervisory Practices), affects or would affect the amount of capital required or expected to be maintained by Bank (or any lending office of Bank) or any corporation directly or indirectly owning or controlling Bank (or any lending office of Bank) based upon the existence of this Agreement, and Bank shall have determined that such introduction, change or compliance has or would have the effect of reducing the rate of return on Bank's capital or on the capital of such owning or controlling corporation as a consequence of its obligations hereunder (including its Commitment) to a level below that which Bank or such owning or controlling corporation could have achieved but for such introduction, change or compliance (after taking into account that Bank's policies or the policies of such owning or controlling corporation, as the case may be, regarding capital adequacy) by an amount deemed by Bank (in its sole discretion) to be material, then the Borrower will pay to Bank such additional amount or amounts as will compensate the Bank for such reduction attributable to making, funding and maintaining the LoanCredit Facility. (c) c. A certificate of Bank setting forth such amount or amounts as shall be necessary to compensate Bank (or its participating banks or other entities pursuant to this Agreement), as specified in subparagraph paragraph (aA) or (bB) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error; provided, however, that the Borrower shall be responsible for compliance herewith and the payment of increased costs only to the extent: (i) Any change in applicable Laws laws giving rise to increased costs occurs after the date of this Agreement, and such change or actions are generally applicable to financial institutions similarly situated to the Bank; and (ii) Such change in Laws costs arise or accrue after the application thereof applies generally to the banking industry and day that is not the result of the Bank having inadequate or substandard capital as determined by its regulators; and (iii) The Bank gives notice of the change giving rise to increased costs within one hundred eighty (180) Business Days after the date on which Bank has, provides the Borrower with written notice specifying the change or with reasonable diligence should have had, knowledge of the change, or else Bank can only collect costs from and after the date of the noticeevent giving rise to such increased costs. Subject to the foregoing, the Borrower shall pay the Bank the amount shown as due on any such certificate within ten (10) days after its receipt of such certificate. (d) d. The protection of this Paragraph 2.5 2.10 shall be available to Bank regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition that shall have been imposed.