Changes in Circumstances. It is expressly understood and agreed that the Grantee assumes all risks incident to any change hereafter in the applicable laws or regulations or incident to any change in the market value of the Restricted Shares after the date hereof.
Changes in Circumstances. No Obligor has (a) within the period of four months prior to the date hereof (or, in the case of any Subsidiary Guarantor, within the period of four months prior to the date it becomes a party hereto pursuant to a Guarantee Assumption Agreement), changed its location (as defined in Section 9-307 of the NYUCC), (b) as of the date hereof (or, with respect to any Subsidiary Guarantor, as of the date it becomes a party hereto pursuant to a Guarantee Assumption Agreement), changed its name or (c) as of the date hereof (or, with respect to any Subsidiary Guarantor, as of the date it becomes a party hereto pursuant to a Guarantee Assumption Agreement), become a “new debtor” (as defined in Section 9-102(a)(56) of the NYUCC) with respect to a currently effective security agreement previously entered into by any other Person and binding upon such Obligor, in each case except as notified in writing to the Collateral Agent prior to the date hereof (or, in the case of any Subsidiary Guarantor, prior to the date it becomes a party hereto pursuant to a Guarantee Assumption Agreement).
Changes in Circumstances. Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan or Money Market LIBOR Loan:
(a) the Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the market for such Interest Period, or
(b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the Euro-Dollar Loans advise the Agent that the Adjusted London Interbank Offered Rate as determined by the Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans for such Interest Period, the Agent shall forthwith give notice thereof to the Company and the Banks, whereupon until the Agent notifies the Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans shall be suspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Domestic Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies the Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (i) if such Fixed Rate Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a Domestic Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day.
Changes in Circumstances. Such Grantor has not (a) within the period of four months prior to the date hereof, changed its location (as defined in Section 9-307 of the UCC), or (b) except as specified in Schedule 1, heretofore changed its name within the period of five years prior to the date hereof.
Changes in Circumstances. If the introduction of or any change in or in the interpretation of any law, rule or regulation shall make it unlawful, or if any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its relevant lending office to perform its obligations hereunder to make disbursements or to continue to fund or maintain its commitment hereunder, or shall, to an extent deemed material by such Lender in its sole judgment, increase the cost to any Lender of funding or maintaining its commitment hereunder or reduce the rate of return to any Lender in connection therewith (including, for greater certainty, any such increased costs or reduced rate of return attributable to the introduction of or any change in or the interpretation of any law, rule or regulation relating to Taxes), or if any Lender shall comply with any guideline or request of any governmental authority (whether or not having force of law but compliance with which is, in the reasonable opinion of the affected Lender, in accordance with normal banking practice, including, without limitation, a request or requirement which affects the manner in which any Lender allocates capital resources to its obligations hereunder) to discontinue funding or maintaining its commitment herein, then, upon receipt of written notice thereof from the affected Lender, the Trust shall thereafter, from time to time, upon demand by the Liquidity Agent on behalf of the affected Lender, but subject to Section 13.10, pay that portion of such increased costs incurred or any amount to compensate for such reduction in rate of return, from and after the date of receipt by the Trust of such written notice. In such circumstances, the Liquidity Agent shall, if requested by the Trust, cease to make further disbursements on behalf of the affected Lender and the Trust shall cooperate with the Liquidity Agent with a view to determining means of prepaying to the affected Lender its pro rata share of the Notes then outstanding and beneficially held by such Lender, or of assuming the unused amount of such Lender's Commitment, as the case may be, which may include the purchase or assumption thereof by the remaining Lenders of such outstanding Notes held by the affected Lender, proportionately as determined by the Liquidity Agent or otherwise as such Lenders may mutually agree, or the assumption thereof in whole or in part by another Lender in accordance with Sections 6.3 and 6.4(b).
Changes in Circumstances. Such Grantor has not (a) within the period of four months prior to the date hereof, changed its location (as defined in Section 9-307 of the NYUCC), or (b) except as specified in Annex 1, heretofore changed its name.
Changes in Circumstances. 15.1 To the extent not already indemnified under Article 14, if, as a result of (i) the implementation, after the 2018 Amendment Date, of any change in the applicable laws, regulations, accounting standards or regulatory requirements or any change in the interpretation or application of the aforementioned and/or (ii) the implementation, after the 2018 Amendment Date, of any applicable directive, request or requirement (whether or not having the force of law) of any central bank, self-regulating organisation, governmental, fiscal, monetary or other authority (including inter alia directives, requests, instructions, accounting standards or requirements which affect the manner in which any bank is required to maintain equity capital (own funds), taking into account its assets, liabilities, contingent liabilities or commitments):
(i) the cost of the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent making available, agreeing to make available, maintaining or funding any Payment and/or assuming or maintaining their Commitment or otherwise giving effect to this Agreement shall be increased; and/or
(ii) any sum received or receivable by the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent under the Transaction Documents shall be reduced (except for tax imposed on the general income of the Purchaser or default of a Debtor under any Sold Receivables or Refinanced Sold Receivables); and/or
(iii) the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, any Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall become liable to make any payment on account of tax (except for tax imposed on its general income), or shall be compelled or obliged to forego any interest or other return, on or calculated by reference to the Commitment or any payment under this Agreement, the Receivables Purchase Agreement and/or the Italian Subscription Agreement; as soon as such event has occurred and provided that such information is publicly available, the Purchaser, the Italian Issuer, any Liquidity Bank, any Fund Subscriber, the Issuer, the Management Company, the Custodian, the Fund, the Depositor or the Agent shall be entitled to claim from the Centralising Unit, acting as the case may be on its own behalf or on be...
Changes in Circumstances. Section 8.01. Basis for Determining Interest Rate Interest Rate Inadequate or Unfair..........62 Section 8.02. Illegality......................................................................62 Section 8.03. Increased Cost and Reduced Return...............................................63 Section 8.04. Taxes...........................................................................64 Section 8.05. Base Rate Loans Substituted for Affected Euro-Dollar Loans......................67 Section 8.06. Substitution of Bank............................................................67
Changes in Circumstances. Debtor has not, within the period of four months prior to the date hereof: (a) changed its location (as defined in Section 9-307 of the UCC); (b) changed its name; or (c) become a “new debtor” (as defined in Section 9-102(a)(56) of the UCC) with respect to a security agreement previously entered into by any other Person.
Changes in Circumstances. I understand and agree that if, at any time after I file
