Common use of Changes in Circumstances Yield Protection Clause in Contracts

Changes in Circumstances Yield Protection. (a) If any Regulatory Change or compliance by any Bank with any request made after the date of this Agreement by the Board of Governors of the Federal Reserve System or by any Federal Reserve Bank or other central bank or fiscal, monetary or similar authority (in each case whether or not having the force of law) shall: (i) impose, modify or make applicable any reserve, special deposit, Federal Deposit Insurance Corporation premium or similar requirement or imposition against assets held by, or deposits in or for the account of, or loans made by, or any other acquisition of funds for loans or advances by, any Bank; (ii) impose on any Bank any other condition regarding its Note; (iii) subject any Bank to, or cause the withdrawal or termination of any previously granted exemption with respect to, any tax (including any withholding tax but not including any income tax not currently causing such Bank to be subject to withholding) or any other levy, impost, duty, charge, fee or deduction on or from any payments due from any Borrower; or (iv) change the basis of taxation of payments from any Borrower to such Bank (other than by reason of a change in the method of taxation of such Bank's net income); and the result of any of the foregoing events is to increase the cost to any Bank of making or maintaining any Loan or to reduce the amount of principal, interest or fees to be received by any Bank hereunder in respect of any Loan, such Bank will immediately so notify the Administrative Agent and the Borrowers. If such Bank determines in good faith that the effects of the change resulting in such increased cost or reduced amount cannot reasonably be avoided or the cost thereof mitigated, then upon notice by such Bank to the Administrative Agent and the Borrowers, the Borrowers shall pay to such Bank on each interest payment date of the Loan, such additional amount as shall be necessary to compensate such Bank for such increased cost or reduced amount. (b) If any Bank shall determine that any Regulation regarding capital adequacy or the adoption of any Regulation regarding capital adequacy, which Regulation is applicable to banks (or their holding companies) generally and a specific bank (or its holding company) specifically, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank (or its holding company) with any such request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, the Borrowers shall promptly pay to such Bank, upon the demand of such Bank, such additional amount or amounts as will compensate such Bank for such reduction. (c) If any Bank shall determine (which determination shall be, in the absence of fraud or manifest error, conclusive and binding upon all parties hereto) that by reason of abnormal circumstances affecting the interbank Eurodollar or applicable eurocurrency market, adequate and reasonable means do not exist for ascertaining the LIBO Rate to be applicable to the requested LIBO Rate Loan or that Eurodollar or eurocurrency funds in amounts sufficient to fund all the LIBO Rate Loans are not obtainable on reasonable terms, such Bank shall give notice of such inability or determination by telephone and thereupon the obligations of the Banks to make, convert other Loans to, or renew such LIBO Rate Loan shall be excused, subject, however, to the right of the Borrowers at any time thereafter to submit another request. (d) Determination by any Bank for purposes of this ss. 2.11 of the effect of any Regulatory Change or other change or circumstance referred to above on its costs of making or maintaining Loans or on amounts receivable by it in respect of the Loans and of the additional amounts required to compensate such Bank in respect of any additional costs, shall be made in good faith and shall be evidenced by a certificate, signed by an officer of such Bank and delivered to the Borrowers, as to the fact and amount of the increased cost incurred by or the reduced amount accruing to such Bank owing to such event or events. Such certificate shall be prepared in reasonable detail and shall be conclusive as to the facts and amounts stated therein, absent manifest error. (e) Each Bank will notify the Borrowers of any event occurring after the date of this Agreement that will entitle such Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Said notice shall be in writing, shall specify the applicable Section or Sections of this Agreement to which it relates and shall set forth the amount or amounts then payable pursuant to this Section. The Borrowers shall pay such Bank the amount shown as due on such notice within 30 days after its receipt of the same.

Changes in Circumstances Yield Protection. (a) If any Regulatory Change or compliance by any Bank the Banks with any request made after the date of this Agreement by the Board of Governors of the Federal Reserve System or by any Federal Reserve Bank or other central bank or fiscal, monetary or similar authority (in each case whether or not having the force of law) shall: (i) impose, modify or make applicable any reserve, special deposit, Federal Deposit Insurance Corporation premium or similar requirement or imposition against assets held by, or deposits in or for the account of, or loans made by, or any other acquisition of funds for loans or advances by, any Bankthe Banks; (ii) impose on any Bank the Banks any other condition regarding its Notethe Notes; (iii) subject any Bank the Banks to, or cause the withdrawal or termination of any previously granted exemption with respect to, any tax (including any withholding tax but not including any income tax not currently causing such Bank the Banks to be subject to withholding) or any other levy, impost, duty, charge, fee or deduction on or from any payments due from any Borrowerthe Borrowers; or (iv) change the basis of taxation of payments from any Borrower the Borrowers to such Bank the Banks (other than by reason of a change in the method of taxation of such a Bank's net income); and the result of any of the foregoing events is to increase the cost to any a Bank of making or maintaining any Loan or to reduce the amount of principal, interest or fees to be received by any the Bank hereunder in respect of any Loan, such Bank the Agent will immediately so notify the Administrative Agent and the Borrowers. If such a Bank determines in good faith that the effects of the change resulting in such increased cost or reduced amount cannot reasonably be avoided or the cost thereof mitigated, then upon notice by such Bank the Agent to the Administrative Agent and the Borrowers, the Borrowers shall pay to such Bank on each interest payment date of the Loan, Loan such additional amount as shall be necessary to compensate such the Bank for such increased cost or reduced amount. (b) If any Bank shall determine that any Regulation law, rule or regulation regarding capital adequacy or the adoption of any Regulation law, rule or regulation regarding capital adequacyadequacy made after the date of this Credit Agreement, which Regulation law, rule or regulation is applicable to banks (or their holding companies) generally and a specific bank not such Bank (or its holding company) specifically, or any change thereinin any law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (which change occurs after the date of this Agreement), or compliance by such Bank (or its holding company) with any such request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, the Borrowers shall promptly pay to the Agent for the account of such Bank, upon the demand of such Bank, such additional amount or amounts as will compensate such Bank for such reduction. (c) If any Bank shall determine (which determination shall be, in the absence of fraud or manifest error, conclusive and binding upon all parties hereto) that by reason of abnormal circumstances affecting the interbank Eurodollar or applicable eurocurrency market, adequate and reasonable means do not exist for ascertaining the LIBO Rate to be applicable to the requested LIBO Rate Loan or that Eurodollar or eurocurrency funds in amounts sufficient to fund all the LIBO Rate Loans are not obtainable on reasonable terms, such Bank shall give notice of such inability or determination by telephone and thereupon the obligations of the Banks to make, convert other Loans to, or renew such LIBO Rate Loan shall be excused, subject, however, to the right of the Borrowers at any time thereafter to submit another request. (d) Determination by any a Bank for purposes of this ss. 2.11 Section 2.12 of the effect of any Regulatory Change or other change or circumstance referred to above on its costs of making or maintaining Loans or on amounts receivable by it in respect of the Loans Loans, and of the additional amounts required to compensate such Bank in respect of any additional costs, shall be made in good faith and shall be evidenced by a certificate, signed by an officer of such Bank and delivered to the Borrowers, as to the fact and amount of the increased cost incurred by or the reduced amount accruing to such the Bank owing to such event or events. Such certificate shall be prepared in reasonable detail and shall be conclusive as to the facts and amounts stated therein, absent manifest error. (ed) Each No Bank shall be entitled to compensation under this Section 2.12 for any costs incurred or reductions suffered with respect to any date that it has such costs unless it shall have notified The West Company that it will notify the Borrowers of any event occurring demand compensation for such costs or reductions under paragraph (a) or (b) above, as applicable, not more than 120 days after the later of (i) such date and (ii) the date on which it shall have become aware of such costs or reductions; provided that the foregoing shall in no way operate in derogation of the undertaking contained in the last sentence of this Agreement that will entitle paragraph (d). Notwithstanding any other provision of this Section 2.12, no Bank shall demand any payment referred to above if it shall not at the time be the general policy or practice of such Bank to demand such compensation pursuant in substantially similar circumstances under substantially comparable provisions of other credit agreements. In the event that any Bank determines that any event or circumstance that will lead to a claim under this Section as promptly as practicable after it obtains knowledge thereof and determines 2.12 has occurred or will occur, such Bank will use its best efforts to request so notify The West Company; provided that any failure to provide such compensation. Said notice shall be in writingno way impair the rights of any Bank to demand and receive compensation under this Section 2.12, shall specify the applicable Section or Sections but without prejudice to any claims of The West Company for failure to observe this Agreement to which it relates and shall set forth the amount or amounts then payable pursuant to this Section. The Borrowers shall pay such Bank the amount shown as due on such notice within 30 days after its receipt of the sameundertaking.

Changes in Circumstances Yield Protection. (a) If any Regulatory Change or compliance by any Bank the Banks with any request made after the date of this Agreement by the Board of Governors of the Federal Reserve System or by any Federal Reserve Bank or other central bank or fiscal, monetary or similar authority (in each case whether or not having the force of law) shall: (i) impose, modify or make applicable any reserve, special deposit, Federal Deposit Insurance Corporation premium or similar requirement or imposition against assets held by, or deposits in or for the account of, or loans made by, or any other acquisition of funds for loans or advances by, any Bankthe Banks; (ii) impose on any Bank the Banks any other condition regarding its Notethe Notes; (iii) subject any Bank the Banks to, or cause the withdrawal or termination of any previously granted exemption with respect to, any tax (including any withholding tax but not including any income tax not currently causing such Bank the Banks to be subject to withholding) or any other levy, impost, duty, charge, fee or deduction on or from any payments due from any Borrowerthe Borrowers; or (iv) change the basis of taxation of payments from any Borrower the Borrowers to such Bank the Banks (other than by reason of a change in the method of taxation of such a Bank's net income); and the result of any of the foregoing events is to increase the cost to any a Bank of making or maintaining any Loan or to reduce the amount of principal, interest or fees to be received by any the Bank hereunder in respect of any Loan, such Bank the Agent will immediately so notify the Administrative Agent and the Borrowers. If such a Bank determines in good faith that the effects of the change resulting in such increased cost or reduced amount cannot reasonably be avoided or the cost thereof mitigated, then upon notice by such Bank the Agent to the Administrative Agent and the Borrowers, the Borrowers shall pay to such Bank on each interest payment date of the Loan, such additional amount as shall be necessary to compensate such the Bank for such increased cost or reduced amount. (b) If any Bank shall reasonably determine that any Regulation regarding capital adequacy or the adoption of any Regulation regarding capital adequacy, which Regulation is applicable to banks (or their holding companies) generally and a specific bank not such Bank (or its holding company) specifically, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank (or its holding company) with any such request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount reasonably deemed by such Bank to be material, the Borrowers shall promptly pay to the Agent for the account of such Bank, upon the demand of such Bank, such additional amount or amounts as will compensate such Bank for such reduction. (c) If any Bank the Agent shall reasonably determine (which determination will be made after consultation with any Bank requesting same and shall be, in the absence of fraud or manifest error, conclusive and binding upon all parties hereto) that by reason of abnormal circumstances affecting the interbank Eurodollar eurodollar or applicable eurocurrency market, adequate and reasonable means do not exist for ascertaining the LIBO Rate to be applicable to the requested LIBO Rate Loan or that Eurodollar eurodollar or eurocurrency funds in amounts sufficient to fund all the LIBO Rate Loans are not obtainable on reasonable terms, such Bank the Agent shall give notice of such inability or determination by telephone to the Borrowers and to each Bank at least two (2) Business Days prior to the date of the proposed Loan and thereupon the obligations of the Banks to make, convert other Loans to, or renew such LIBO Rate Loan shall be excused, subject, however, to the right of the Borrowers at any time thereafter to submit another request. (d) Determination by any a Bank for purposes of this ss. 2.11 Section 2.9 of the effect of any Regulatory Change or other change or circumstance referred to above on its costs of making or maintaining Loans or on amounts receivable by it in respect of the Loans and of the additional amounts required to compensate such Bank in respect of any additional costs, shall be made in good faith and shall be evidenced by a certificate, signed by an officer of such Bank and delivered to the Borrowers, as to the fact and amount of the increased cost incurred by or the reduced amount accruing to such the Bank owing to such event or events. Such certificate shall be prepared in reasonable detail and shall be conclusive as to the facts and amounts stated therein, absent manifest error. (e) Each The affected Bank will notify the Borrowers of any event occurring after the date of this Agreement that will entitle such the Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Said notice shall be in writing, shall specify the applicable Section or Sections of this Agreement to which it relates and shall set forth the amount or of amounts then payable pursuant to this Section. The Borrowers shall pay such Bank the amount shown as due on such notice within 30 10 days after its their receipt of the same.

Changes in Circumstances Yield Protection. (a) If any Regulatory Change or compliance by any the Bank with any request made after the date of this Agreement by the Board of Governors of the Federal Reserve System or by any Federal Reserve Bank or other central bank or fiscal, monetary or similar authority (in each case whether or not having the force of law) shall: (i) impose, modify or make applicable any reserve, special deposit, Federal Deposit Insurance Corporation premium or similar requirement or imposition against assets held by, or deposits in or for the account of, or loans made by, or any other acquisition of funds for loans or advances by, any the Bank;; or (ii) impose on any the Bank any other condition regarding its the Note; (iii) subject any Bank to, or cause the withdrawal or termination of any previously granted exemption with respect to, any tax (including any withholding tax but not including any income tax not currently causing such Bank to be subject to withholding) or any other levy, impost, duty, charge, fee or deduction on or from any payments due from any Borrower; or (iv) change the basis of taxation of payments from any Borrower to such Bank (other than by reason of a change in the method of taxation of such Bank's net income); . and the result of any of the foregoing events is to increase the cost to any the Bank of making or maintaining any Loan or to reduce the amount of principal, interest or fees to be received by any the Bank hereunder in respect of any Loan, such the Bank will immediately so notify the Administrative Agent and the BorrowersHxxx Companies. If such the Bank determines in good faith that the effects of the change resulting in such increased cost or reduced amount cannot Credit Agreement -15- November 1997 reasonably be avoided or the cost thereof mitigated, then upon notice by such the Bank to the Administrative Agent and the BorrowersHxxx Companies, the Borrowers Hxxx Companies shall pay to such the Bank on each interest payment date of the Loan, such additional amount as shall be necessary to compensate such the Bank for such increased cost or reduced amount. (b) If any the Bank shall determine that any Regulation regarding capital adequacy or the adoption of any Regulation regarding capital adequacy, which Regulation is applicable to banks (or their holding companies) generally and a specific bank not CoreStates Bank (or its holding company) specifically, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such the Bank (or its holding company) with any such request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on such the Bank's capital as a consequence of its obligations hereunder to a level below that which such the Bank could have achieved but for such adoption, change or compliance (taking into consideration such the Bank's policies with respect to capital adequacy) by an amount deemed by such the Bank to be material, the Borrowers Hxxx Companies shall promptly pay to such the Bank, upon the demand of such the Bank, such additional amount or amounts as will compensate such the Bank for such reduction. (c) If any the Bank shall determine (which determination shall be, in the absence of fraud or manifest error, conclusive and binding upon all parties hereto) that by reason of abnormal circumstances affecting the interbank Eurodollar eurodollar or applicable eurocurrency market, adequate and reasonable means do not exist for ascertaining the LIBO Rate to be applicable to the requested LIBO Rate Loan or that Eurodollar eurodollar or eurocurrency funds in amounts sufficient to fund all the LIBO Rate Loans are not obtainable on reasonable terms, such the Bank shall give notice of such inability or determination by telephone and thereupon the obligations of the Banks Bank to make, convert other Loans to, or renew such LIBO Rate Loan shall be excused, subject, however, to the right of the Borrowers Hxxx Companies at any time thereafter to submit another request. (d) Determination by any the Bank for purposes of this ss. 2.11 Section 2.9 of the effect of any Regulatory Change or other change or circumstance referred to above on its costs of making or maintaining Loans or on amounts receivable by it in respect of the Loans and of the additional amounts required to compensate such the Bank in respect of any additional costs, shall be made in good faith and shall be evidenced by a certificate, signed by an officer of such the Bank and delivered to the BorrowersHxxx Companies, as to the fact and amount of the increased cost incurred by or the reduced amount accruing to such the Bank owing to such event or events. Such certificate shall be prepared in reasonable detail and shall be conclusive as to the facts and amounts stated therein, absent manifest error. (e) Each The Bank will notify the Borrowers Hxxx Companies of any event occurring after the date of this Agreement that will entitle such the Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Said notice shall be in writing, shall specify the applicable Section or Sections of this Agreement to which it relates and shall set forth the amount or amounts then payable pursuant to this Section. The Borrowers Hxxx Companies shall pay such the Bank the amount shown as due on such notice within 30 days after its receipt of the same.

Changes in Circumstances Yield Protection. (a) If any Regulatory Change or compliance by any the Bank with any request made after the date of this Agreement by the Board of Governors of the Federal Reserve System or by any Federal Reserve Bank or other central bank or fiscal, monetary or similar authority (in each case whether or not having the force of law) shall: (i) impose, modify or make applicable any reserve, special deposit, Federal Deposit Insurance Corporation premium or similar requirement or imposition against assets held by, or deposits in or for the account of, or loans or accommodations made by, or any other acquisition of funds for loans or advances by, any the Bank; (ii) impose on any the Bank any other condition regarding its Notethe Notes; (iii) subject any the Bank to, or cause the withdrawal or termination of any previously granted exemption with respect to, any tax (including any withholding tax but not including any income tax not currently causing such the Bank to be subject to withholding) or any other levy, impost, duty, charge, fee or deduction on or from any payments due from any Borrowerthe Borrowers; or (iv) change the basis of taxation of payments from any Borrower the Borrowers to such the Bank (other than by reason of a change in the method of taxation of such the Bank's net income); and the result of any of the foregoing events is to increase the cost to any the Bank of making or maintaining any Loan or Accommodation or to reduce the amount of principal, interest or fees to be received by any the Bank hereunder in respect of any LoanLoan or Accommodation, such the Bank will immediately so notify the Administrative Agent and the Borrowers. If such the Bank determines in good faith that the effects of the change resulting in such increased cost or reduced amount cannot reasonably be avoided or the cost thereof mitigated, then upon notice by such the Bank to the Administrative Agent and the Borrowers, the Borrowers shall pay to such the Bank on each interest payment date of or applicable to the LoanLoan or Accommodation, such additional amount as shall be necessary to compensate such the Bank for such increased cost or reduced amount. (b) If any the Bank shall determine that any Regulation regarding capital adequacy or the adoption of any Regulation regarding capital adequacy, which Regulation is applicable to banks (or their holding companies) generally and a specific bank not the Bank (or its holding company) specifically, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such the Bank (or its holding company) with any such request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on such the Bank's capital as a consequence of its obligations hereunder to a level below that which such the Bank could have achieved but for such adoption, change or compliance (taking into consideration such the Bank's policies with respect to capital adequacy) by an amount deemed by such the Bank to be material, the Borrowers shall promptly pay to such the Bank, upon the demand of such Bankdemand, such additional amount or amounts as will compensate such the Bank for such reduction. (c) If any the Bank shall determine (which determination shall be, in the absence of fraud or manifest error, conclusive and binding upon all parties hereto) that by reason of abnormal circumstances affecting the interbank Eurodollar eurodollar or applicable eurocurrency market, market adequate and reasonable means do not exist for ascertaining the LIBO Rate to be applicable to the requested LIBO Rate Loan or that Eurodollar eurodollar or eurocurrency funds in amounts sufficient to fund all the LIBO Rate Loans are not obtainable on reasonable terms, such the Bank shall give notice of such inability or determination by telephone to the Borrowers at least two Business Days prior to the date of the proposed Loan and thereupon the obligations of the Banks Bank to make, convert other Loans to, or renew such LIBO Rate Loan shall be excused, subject, however, to the right of the Borrowers at any time thereafter to submit another request. (d) Determination by any the Bank for purposes of this ss. 2.11 Section of the effect of any Regulatory Change or other change or circumstance referred to above on its costs of making or maintaining Loans or Accommodations or on amounts receivable by it in respect of the Loans and of the additional amounts required to compensate such the Bank in respect of any additional costs, shall be made in good faith and shall be evidenced by a certificate, signed by an officer of such the Bank and delivered to the Borrowers, as to the fact and amount of the increased cost incurred by or the reduced amount accruing to such the Bank owing to such event or events. Such certificate shall be prepared in reasonable detail and shall be conclusive as to the facts and amounts stated therein, absent manifest error. (e) Each The Bank will notify the Borrowers of any event occurring after the date of this Agreement that will entitle such the Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Said notice shall be in writing, shall specify the applicable Section or Sections of this Agreement to which it relates and shall set forth the amount or of amounts then payable pursuant to this Section. The Borrowers shall pay such the Bank the amount shown as due on such notice within 30 10 days after its receipt of the same.

Changes in Circumstances Yield Protection. (a) If any Regulatory Change or compliance by any the Bank with any request made after the date of this Agreement by the Board of Governors of the Federal Reserve System or by any Federal Reserve Bank or other central bank or fiscal, monetary or similar authority (in each case whether or not having the force of law) shall: (i) impose, modify or make applicable any reserve, special deposit, Federal Deposit Insurance Corporation premium or similar requirement or imposition against assets held by, or deposits in or for the account of, or loans made by, or any other acquisition of funds for loans or advances by, any the Bank; (ii) impose on any the Bank any other condition regarding its the Note; (iii) subject any the Bank to, or cause the withdrawal or termination of any previously granted exemption with respect to, any tax (including any withholding tax but not including any income tax not currently causing such the Bank to be subject to withholding) or any other levy, impost, duty, charge, fee or deduction on or from any payments due from any BorrowerCLC; oror Credit Agreement, June 16, 1997 - 15 - Chemical Xxxxxx Corporation (iv) change the basis of taxation of payments from any Borrower CLC to such the Bank (other than by reason of a change in the method of taxation of such the Bank's net income); and the result of any of the foregoing events is to increase the cost to any the Bank of making or maintaining any Loan or to reduce the amount of principal, interest or fees to be received by any the Bank hereunder in respect of any Loan, such the Bank will immediately so notify the Administrative Agent and the BorrowersCLC. If such the Bank determines in good faith that the effects of the change resulting in such increased cost or reduced amount cannot reasonably be avoided or the cost thereof mitigated, then upon notice by such the Bank to the Administrative Agent and the BorrowersCLC, the Borrowers CLC shall pay to such the Bank on each interest payment date of the Loan, such additional amount as shall be necessary to compensate such the Bank for such increased cost or reduced amount. (b) If any the Bank shall determine that any Regulation regarding capital adequacy or the adoption of any Regulation regarding capital adequacy, which Regulation is applicable to banks (or their holding companies) generally and a specific bank not CoreStates Bank (or its holding company) specifically, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such the Bank (or its holding company) with any such request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on such the Bank's capital as a consequence of its obligations hereunder to a level below that which such the Bank could have achieved but for such adoption, change or compliance (taking into consideration such the Bank's policies with respect to capital adequacy) by an amount deemed by such the Bank to be material, the Borrowers CLC shall promptly pay to such the Bank, upon the demand of such the Bank, such additional amount or amounts as will compensate such the Bank for such reduction. (c) If any the Bank shall determine (which determination shall be, in the absence of fraud or manifest error, conclusive and binding upon all parties hereto) that by reason of abnormal circumstances affecting the interbank Eurodollar eurodollar or applicable eurocurrency market, adequate and reasonable means do not exist for ascertaining the LIBO Rate to be applicable to the requested LIBO Rate Loan or that Eurodollar eurodollar or eurocurrency funds in amounts sufficient to fund all the LIBO Rate Loans are not obtainable on reasonable terms, such the Bank shall give notice of such inability or determination by telephone and thereupon the obligations of the Banks Bank to make, convert other Loans to, or renew such LIBO Rate Loan shall be excused, subject, however, to the right of the Borrowers CLC at any time thereafter to submit another request. (d) Determination by any the Bank for purposes of this ss. 2.11 Section 2.9 of the effect of any Regulatory Change or other change or circumstance referred to above on its costs of making or maintaining Loans or on amounts receivable by it in respect of the Loans and of the additional amounts required to compensate such the Bank in respect of any additional costs, shall be made in good faith and shall be evidenced by a certificate, signed by an officer of such the Bank and delivered to the BorrowersCLC, as to the fact and amount of the increased cost incurred by or the reduced amount accruing to such the Bank owing to such event or events. Such certificate shall be prepared in reasonable detail and shall be conclusive as to the facts and amounts stated therein, absent manifest error. (e) Each The Bank will notify the Borrowers CLC of any event occurring after the date of this Agreement that will entitle such the Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Said notice shall be in writing, shall specify the applicable Section or Sections of this Agreement to which it relates and shall set forth the amount Credit Agreement, June 16, 1997 - 16 - Chemical Xxxxxx Corporation or amounts then payable pursuant to this Section. The Borrowers CLC shall pay such the Bank the amount shown as due on such notice within 30 days after its receipt of the same.

Changes in Circumstances Yield Protection. (a) If any Regulatory Change or compliance by any the Bank with any request made after the date of this Agreement by the Board of Governors of the Federal Reserve System or by any Federal Reserve Bank or other central bank or fiscal, monetary or similar authority (in each case whether or not having the force of law) shall: (i) impose, modify or make applicable any reserve, special deposit, Federal Deposit Insurance Corporation premium or similar requirement or imposition against assets held by, or deposits in or for the account of, or loans made by, or any other acquisition of funds for loans or advances by, any the Bank; (ii) impose on any the Bank any other condition regarding its the Note; (iii) subject any the Bank to, or cause the withdrawal or termination of any previously granted exemption with respect to, any tax (including any withholding tax but not including any income tax not currently causing such the Bank to be subject to withholding) or any other levy, impost, duty, charge, fee or deduction on or from any payments due from any BorrowerABL; or (iv) change the basis of taxation of payments from any Borrower ABL or FLC to such the Bank (other than by reason of a change in the method of taxation of such a Bank's net income); and the result of any of the foregoing events is to increase the cost to any the Bank of making or maintaining any Loan or to reduce the amount of principal, interest or fees to be received by any the Bank hereunder in respect of any Loan, such the Bank will immediately so notify the Administrative Agent ABL and the BorrowersFLC. If such the Bank determines in good faith that the effects of the change resulting in such increased cost or reduced amount cannot reasonably be avoided or the cost thereof mitigated, then upon written notice by such the Bank to the Administrative Agent ABL and the BorrowersFLC containing a reasonable detailing or explanation thereof, the Borrowers ABL and FLC shall pay to such the Bank on each interest payment date of the Loan, such additional amount as shall be necessary to compensate such the Bank for such increased cost or reduced amount. (b) If any the Bank shall determine that any Regulation regarding capital adequacy or the adoption of any Regulation regarding capital adequacy, which Regulation is applicable to banks (or their holding companies) generally and a specific bank not the Bank (or its holding company) specifically, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such the Bank (or its holding company) with any such request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on such the Bank's capital as a consequence of its obligations hereunder to a level below that which such the Bank could have achieved but for such adoption, change or compliance (taking into consideration such the Bank's policies with respect to capital adequacy) by an amount deemed by such the Bank to be material, the Borrowers ABL and FLC shall promptly pay to such the Bank, upon the demand of such the Bank, such additional amount or amounts as will compensate such the Bank for such reduction. (c) If any the Bank shall determine (which determination shall be, in the absence of fraud or manifest error, conclusive and binding upon all parties hereto) that by reason of abnormal circumstances affecting the interbank Eurodollar eurodollar or applicable eurocurrency market, market adequate and reasonable means do not exist for ascertaining the LIBO Rate to be applicable to the requested LIBO Rate Loan or that Eurodollar eurodollar or eurocurrency funds in amounts sufficient to fund all the LIBO Rate Loans are not obtainable on reasonable terms, such the Bank shall give notice of such inability or determination by telephone to ABL and FLC at least two Business Days prior to the date of the proposed Loan and thereupon the obligations of the Banks Bank to make, convert other Loans to, or renew such LIBO Rate Loan shall be excused, subject, however, to the right of the Borrowers ABL and FLC at any time thereafter to submit another request. (d) Determination by any the Bank for purposes of this ss. 2.11 Section 2.8 of the effect of any Regulatory Change or other change or circumstance referred to above on its costs of making or maintaining Loans or on amounts receivable by it in respect of the Loans and of the additional amounts required to compensate such the Bank in respect of any additional costs, shall be made in good faith and shall be evidenced by a certificate, signed by an officer of such the Bank and delivered to the BorrowersABL, as to the fact and amount of the increased cost incurred by or the reduced amount accruing to such the Bank owing to such event or events. Such certificate shall be prepared in reasonable detail and shall be conclusive as to the facts and amounts stated therein, absent manifest error. (e) Each The Bank will notify the Borrowers ABL and FLC, in writing, of any event occurring after the date of this Agreement that will entitle such the Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Said notice shall be in writing, shall specify the applicable Section or Sections of this Agreement to which it relates and shall set forth the amount or of amounts then payable pursuant to this Section. The Borrowers ABL and FLC shall pay such the Bank the amount shown as due on such notice within 30 days after its receipt of the same.

Changes in Circumstances Yield Protection. (a) If any Regulatory Change or compliance by any Bank with any request made after the date of this Agreement hereof by the Board of Governors of the Federal Reserve System or by any Federal Reserve Bank or other central bank or fiscal, monetary or similar authority (in each case whether or not having the force of law) shall: (i) impose, modify or make applicable any reserve, special deposit, Federal Deposit Insurance Corporation premium or similar requirement or imposition against assets held by, or deposits in or for the account of, or loans made by, or any other acquisition of funds for loans or advances by, any Bank; (ii) impose on any Bank any other condition regarding its Note; (iii) subject any Bank to, or cause the withdrawal or termination of any previously granted exemption with respect to, any tax (including any withholding tax but not including any income tax not currently causing such Bank to be subject to withholding) or any other levy, impost, duty, charge, fee or deduction on or from any payments due from any Borrower; or (iv) change the basis of taxation of payments from any Borrower to such Bank (other than by reason of a change in the method of taxation of such Bank's net income); and the result of any of the foregoing events is to increase the cost to any Bank of making or maintaining any Loan or to reduce the amount of principal, interest or fees to be received by any Bank hereunder in respect of any Loan, such Bank will immediately so notify the Administrative Agent and the Borrowers. If such Bank determines in good faith that the effects of the change resulting in such increased cost or reduced amount cannot reasonably be avoided or the cost thereof mitigated, then upon notice by such Bank to the Administrative Agent and the Borrowers, the Borrowers shall pay to such Bank on each interest payment date of the Loan, such additional amount as shall be necessary to compensate such Bank for such increased cost or reduced amount. (b) . If any Bank shall determine that any Regulation regarding capital adequacy or the adoption of any Regulation regarding capital adequacy, which Regulation is applicable to banks (or their holding companies) generally and a specific bank (or its holding company) specifically, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank (or its holding company) with any such request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, the Borrowers shall promptly pay to such Bank, upon the demand of such Bank, such additional amount or amounts as will compensate such Bank for such reduction. (c) . If any Bank shall determine (which determination shall be, in the absence of fraud or manifest error, conclusive and binding upon all parties hereto) that by reason of abnormal circumstances affecting the interbank Eurodollar or applicable eurocurrency market, adequate and reasonable means do not exist for ascertaining the LIBO Rate to be applicable to the requested LIBO Rate Loan or that Eurodollar or eurocurrency funds in amounts sufficient to fund all the LIBO Rate Loans are not obtainable on reasonable terms, such Bank shall give notice of such inability or determination by telephone and thereupon the obligations of the Banks to make, convert other Loans to, or renew such LIBO Rate Loan shall be excused, subject, however, to the right of the Borrowers at any time thereafter to submit another request. (d) . Determination by any Bank for purposes of this ss. 2.11 of the effect of any Regulatory Change or other change or circumstance referred to above on its costs of making or maintaining Loans or on amounts receivable by it in respect of the Loans and of the additional amounts required to compensate such Bank in respect of any additional costs, shall be made in good faith and shall be evidenced by a certificate, signed by an officer of such Bank and delivered to the Borrowers, as to the fact and amount of the increased cost incurred by or the reduced amount accruing to such Bank owing to such event or events. Such certificate shall be prepared in reasonable detail and shall be conclusive as to the facts and amounts stated therein, absent manifest error. (e) . Each Bank will notify the Borrowers of any event occurring after the date of this Agreement that will entitle such Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Said notice shall be in writing, shall specify the applicable Section or Sections of this Agreement to which it relates and shall set forth the amount or amounts then payable pursuant to this Section. The Borrowers shall pay such Bank the amount shown as due on such notice within 30 days after its receipt of the same.

Changes in Circumstances Yield Protection. (a) If any Regulatory Change or compliance by any Bank with any request made after the date of this Agreement by the Board of Governors of the Federal Reserve System or by any Federal Reserve Bank or other central bank or fiscal, monetary or similar authority (in each case whether or not having the force of law) shall: (i) impose, modify or make applicable any reserve, special deposit, Federal Deposit Insurance Corporation premium or similar requirement or imposition against assets held by, or deposits in or for the account of, or loans made by, or any other acquisition of funds for loans or advances by, any Bank;; or (ii) impose on any Bank any other condition regarding either of its Note; (iii) subject any Bank to, or cause the withdrawal or termination of any previously granted exemption with respect to, any tax (including any withholding tax but not including any income tax not currently causing such Bank to be subject to withholding) or any other levy, impost, duty, charge, fee or deduction on or from any payments due from any Borrower; or (iv) change the basis of taxation of payments from any Borrower to such Bank (other than by reason of a change in the method of taxation of such Bank's net income); Notes. and the result of any of the foregoing events is to increase the cost to any Bank of making or maintaining any Loan or to reduce the amount of principal, interest or fees to be received by any Bank hereunder in respect of any Loan, such Bank will immediately so notify the Administrative Agent and the BorrowersHxxx Companies. If such Bank determines in good faith that the effects of the change resulting in such increased cost or reduced amount cannot reasonably be avoided or the cost thereof mitigated, then upon notice by such Bank to the Administrative Agent and the BorrowersHxxx Companies, the Borrowers Hxxx Companies shall pay to such Bank on each interest payment date of the Loan, such additional amount as shall be necessary to compensate such Bank for such increased cost or reduced amount. (b) If any Bank shall determine that any Regulation regarding capital adequacy or the adoption of any Regulation regarding capital adequacy, which Regulation is applicable to banks (or their holding companies) generally and not a specific bank Bank (or its holding company) specifically, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank (or its holding company) with any such request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, the Borrowers Hxxx Companies shall promptly pay to such Bank, upon the demand of such Bank, such additional amount or amounts as will compensate such Bank for such reduction. (c) If any Bank shall determine (which determination shall be, in the absence of fraud or manifest error, conclusive and binding upon all parties hereto) that by reason of abnormal circumstances affecting the interbank Eurodollar eurodollar or applicable eurocurrency market, adequate and reasonable means do not exist for ascertaining the LIBO Rate to be applicable to the requested LIBO Rate Loan or that Eurodollar eurodollar or eurocurrency funds in amounts sufficient to fund all the LIBO Rate Loans are not obtainable on reasonable terms, such Bank shall give notice of such inability or determination by telephone and thereupon the obligations of the Banks to make, convert other Loans to, or renew such LIBO Rate Loan shall be excused, subject, however, to the right of the Borrowers Hxxx Companies at any time thereafter to submit another request. (d) Determination by any Bank for purposes of this ss. 2.11 Section 2.9 of the effect of any Regulatory Change or other change or circumstance referred to above on its costs of making or maintaining Loans or on amounts receivable by it in respect of the Loans and of the additional amounts required to compensate such the Bank in respect of any additional costs, shall be made in good faith and shall be evidenced by a certificate, signed by an officer of such Bank and delivered to the BorrowersHxxx Companies, as to the fact and amount of the increased cost incurred by or the reduced amount accruing to such Bank owing to such event or events. Such certificate shall be prepared in reasonable detail and shall be conclusive as to the facts and amounts stated therein, absent manifest error. (e) Each Bank will notify the Borrowers Hxxx Companies and of any event occurring after the date of this Agreement that will entitle such Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Said notice shall be in writing, shall specify the applicable Section or Sections of this Agreement to which it relates and shall set forth the amount or amounts then payable pursuant to this Section. The Borrowers Hxxx Companies shall pay such Bank the amount shown as due on such notice within 30 days after its receipt of the same.

Changes in Circumstances Yield Protection. (a) If any Regulatory Change or compliance by any Bank the Banks with any request made after the date of this Agreement by the Board of Governors of the Federal Reserve System or by any Federal Reserve Bank or other central bank or fiscal, monetary or similar authority (in each case whether or not having the force of law) shall: (i) impose, modify or make applicable any reserve, special deposit, Federal Deposit Insurance Corporation premium or similar requirement or imposition against assets held by, or deposits in or for the account of, or loans made by, or any other acquisition of funds for loans or advances by, any Bankthe Banks; (ii) impose on any Bank the Banks any other condition regarding its Notethe Notes or the Letters of Credit; (iii) subject any Bank the Banks to, or cause the withdrawal or termination of any previously granted exemption with respect to, any tax (including any withholding tax but not including any income tax not currently causing such Bank the Banks to be subject to withholding) or any other levy, impost, duty, charge, fee or deduction on or from any payments due from any Borrower; or (iv) change the basis of taxation of payments from any Borrower to such Bank the Banks (other than by reason of a change in the method of taxation of such a Bank's net income); and the result of any of the foregoing events is to increase the cost to any a Bank of making or maintaining any Loan or Letter of Credit or to reduce the amount of principal, interest or fees to be received by any the Bank hereunder in respect of any LoanLoan or Letter of Credit, such Bank the Agent will immediately so notify the Administrative Agent and the BorrowersBorrower. If such a Bank determines in good faith that the effects of the change resulting in such increased cost or reduced amount cannot reasonably be avoided or the cost thereof mitigated, then upon notice by such Bank the Agent to the Administrative Agent and the BorrowersBorrower, the Borrowers Borrower shall pay to such Bank on each interest payment date of the LoanLoan or, as to those increased costs or reduced amounts relating to Letters of Credit within thirty days of such notice, such additional amount as shall be necessary to compensate such the Bank for such increased cost or reduced amount. (b) If any Bank shall determine that any Regulation regarding capital adequacy or the adoption of any Regulation regarding capital adequacy, which Regulation is applicable to banks (or their holding companies) generally and a specific bank not such Bank (or its holding company) specifically, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank (or its holding company) with any such request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on such Bank's capital as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, the Borrowers Borrower shall promptly pay to the Agent for the account of such Bank, upon the demand of such Bank, such additional amount or amounts as will compensate such Bank for such reduction. (c) If any Bank the Agent shall determine (which determination will be made after consultation with any Bank requesting same and shall be, in the absence of fraud or manifest error, conclusive and binding upon all parties hereto) that by reason of abnormal circumstances affecting the interbank Eurodollar eurodollar or applicable eurocurrency market, market adequate and reasonable means do not exist for ascertaining the LIBO Rate to be applicable to the requested LIBO Rate Loan or that Eurodollar eurodollar or eurocurrency funds in amounts sufficient to fund all the LIBO Rate Loans are not obtainable on reasonable terms, such Bank the Agent shall give notice of such inability or determination by telephone to Borrower and to each Bank at least two Business Days prior to the date of the proposed Loan and thereupon the obligations of the Banks to make, convert other Loans to, or renew such LIBO Rate Loan shall be excused, subject, however, to the right of the Borrowers Borrower at any time thereafter to submit another request. (d) Determination by any a Bank for purposes of this ss. 2.11 Section 2.10 of the effect of any Regulatory Change or other change or circumstance referred to above on its costs of making or maintaining Loans or Letters of Credit or on amounts receivable by it in respect of the Loans or Letters of Credit, and of the additional amounts required to compensate such Bank in respect of any additional costs, shall be made in good faith and shall be evidenced by a certificate, signed by an officer of such Bank and delivered to the BorrowersBorrower, as to the fact and amount of the increased cost incurred by or the reduced amount accruing to such the Bank owing to such event or events. Such certificate shall be prepared in reasonable detail and shall be conclusive as to the facts and amounts stated therein, absent manifest error. (e) Each The affected Bank will notify the Borrowers Borrower of any event occurring after the date of this Agreement that will entitle such the Bank to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Said notice shall be in writing, shall specify the applicable Section or Sections of this Agreement to which it relates and shall set forth the amount or of amounts then payable pursuant to this SectionSection 2.10. The Borrowers Borrower shall pay such Bank the amount shown as due on such notice within 30 10 days after its receipt of the same.