Common use of Changes in Circumstances Clause in Contracts

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. If 13.1 In the event that by reason of: (a) the introduction of of, or any change in, any applicable law or regulation, 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 application thereof; or (b) compliance by the 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 directive, request or request of any governmental authority requirement (whether or not having the force of law but compliance with which islaw) of any central bank, in government, fiscal or other authority, it becomes unlawful or it is prohibited or it is contrary to such directive, request or requirement for the reasonable opinion Lender to maintain or give effect to any of its obligations as contemplated by this Agreement, then the affected Lender may notify the Borrower thereof and, if the Loan has been advanced by the Lender, the Borrower shall prepay the Loan forthwith in accordance with normal banking practicethe terms of this Agreement and the obligations of the Lender shall thereupon terminate. 13.2 If the Lender shall at any time be of the opinion that: (a) the effect of any applicable law, includingregulation or regulatory requirements, without limitationor the interpretation or application thereof, a or any change therein (including the imposition of Taxes on payments hereunder, other than Taxes on the overall net income of the Lender); or (b) the effect of complying with any applicable directive, request or requirement (whether or not having the force of law) of any central bank or any governmental, monetary or other authority (including any type of liquidity, stock or capital adequacy controls or other banking or monetary controls or requirements which affects the manner in which any the Lender allocates capital resources to its obligations hereunder), is: (i) to discontinue increase the cost to the Lender of making, funding or maintaining its commitment hereinhereunder or the Loan or being a party to this Agreement; or (ii) to reduce the amount of any payment to the Lender under this Agreement or the effective return to the Lender under this Agreement or on its capital, then, upon receipt and in any such case, the Lender shall notify the Borrower as soon as practicable thereof and the Borrower shall from time to time pay to the Lender on demand such amounts as the Lender shall specify to be necessary to compensate the Lender for such increased cost or such reduction. 13.3 If and each time that prior to any Interest Period the Lender shall have determined that, by reason of written circumstances affecting the London Interbank Market, either: (a) adequate and fair means do not exist for ascertaining the rate of interest applicable to the Loan (or any part thereof) during such Interest Period pursuant to Clause 3.1; or (b) Dollars are not available to the Lender in order to fund the Loan (or any part thereof) during such Interest Period, then the Lender shall as soon as practicable give notice thereof from of such determination to the affected Borrower and, if such notice shall be given prior to the Loan being advanced by the Lender, the Trust Borrower’s right to borrow hereunder shall thereafter, from time to time, upon demand by be suspended during the Liquidity Agent on behalf of the affected Lender, but subject to Section 13.10, pay that portion continuance of such increased costs incurred or circumstances. In any amount to compensate for such reduction in rate of returnevent, from and after during the date of receipt by thirty days following the Trust giving 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 Borrower and the Trust Lender shall cooperate with the Liquidity Agent with a view negotiate in good faith in order to determining means of prepaying to the affected Lender its pro rata share of the Notes then outstanding and beneficially held by such Lender, arrive at an alternative interest rate or of assuming the unused amount of such Lender's Commitment, (as the case may be, which may include ) an alternative basis for the purchase Lender to fund or assumption thereof by continue to fund 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, Loan (or the assumption thereof in whole relevant part thereof) during such Interest Period. If within such thirty day period an alternative interest rate or in (as the case may be) an alternative basis to fund or to continue to fund the Loan (or the relevant part by another Lender thereof) is agreed upon, then such alternative interest rate or (as the case may be) such alternative basis shall take effect in accordance with Sections 6.3 its terms. If the Borrower and 6.4(b)the Lender fail to agree on such an alternative interest rate or (as the case may be) alternative basis within such thirty day period and such circumstances are continuing at the end of such thirty day period, then the Lender shall set an interest period and interest rate representing the cost of funding of the Lender in Dollars or in any available currency of the Loan plus the Margin. If the circumstance shall continue at the end of such interest period, the procedure in this Clause 13.3 shall be repeated. If the Borrower shall not agree with such rate then the Borrower may give not less than fifteen (15) Business Days’ irrevocable notice of prepayment to the Lender in which case the commitment hereunder of the Lender shall thereupon be cancelled and, if the Loan is outstanding, the Borrower shall prepay the Loan on the first Business Day after such period in accordance with the terms of this Agreement and the obligations of the Lender shall thereupon terminate. 13.4 If at any time any party (or parties acting in concert) which are not members of the Tsakos family (or companies beneficially owned by the Tsakos family or trusts or foundations of which members of the Tsakos family are beneficiaries) acquire the beneficial ownership or control of the voting rights of the majority of the issued share capital of the Borrower or the Guarantor, the Borrower and the Lender shall negotiate in good faith in order to vary the terms on which the Loan shall continue to be made available to the Borrower. If the Borrower and the Lender shall fail to reach an agreement within 30 days of the date of the occurrence of the circumstances referred to in this Clause 13.4, the Loan will become repayable on the Lender’s demand. 13.5 If the Tsakos family (either directly and/or through companies beneficially owned by the Tsakos family and/or trusts or foundations of which the Tsakos family are beneficiaries) (i) own less than 20% of the issued share capital of the Borrower at any time or (ii) do not have a substantial (in the opinion of the Lender) representation in the senior executive management of the Borrower or the Borrower ceases to own the whole of the issued share capital of the Guarantor, the Borrower and the Lender shall negotiate in good faith in order to vary the terms on which the Loan shall continue to be made available to the Borrower. If the Borrower and the Lender shall fail to reach an agreement within 30 days of the date of the occurrence of the circumstances referred to in this Clause 13.5, the Loan will become repayable on the Lender’s demand.

Changes in Circumstances. If the introduction (a) If, by reason of or any change subsequent to the date of this Credit Agreement in applicable law or regulation or regulatory requirement or directive whether or not having the force of law or in the interpretation or application thereof by the governmental or quasi-governmental or judicial authority or central bank charged with the administration or interpretation of any law, rule such law or regulation (a "Change in Circumstance"), the Lender shall make it unlawful, or if any central bank or other governmental authority shall assert determine in good faith that it is unlawful, has become unlawful or impossible for any Lender or its relevant lending office it to perform its obligations hereunder hereunder, the Lender shall immediately notify the Borrower and, after such notice, the liability of the Lender to advance or maintain the Advances shall immediately cease or, if any Advance has been made, the Borrower shall prepay to the Lender such Advance. In any such event, but without prejudice to the aforesaid obligation of the Borrower to prepay, the Borrower and the Lender shall negotiate in good faith for a period not to exceed ninety (90) days commencing from the date notice is given by the Lender as provided above, with a view to agreeing to terms for making or continuing to make disbursements available the Commitment from another jurisdiction or funding of the affected Advance. (b) If the effect of any Change in Circumstance having effect after the date hereof, is to: (i) change the basis of taxation to continue the Lender of payment of principal or interest or any other payment due pursuant to fund the terms of this Credit Agreement or maintain its commitment hereunderthe Note (other than an increase in the rate of taxation on the Lender's overall net income); or (ii) impose or modify or deem applicable any reserve requirements or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or shallfor the account of or loans by the Lender; or (iii) impose on the Lender any other condition affecting the Commitment or the Loan or any part thereof, the result of which is either to an extent deemed material by such Lender in its sole judgment, increase the cost to any the Lender of funding making available or maintaining its commitment hereunder the Commitment or the Loan or any part thereof or to reduce the rate amount of return to any payment received by the Lender hereunder; then and in connection therewith (including, for greater certainty, any such increased costs case if such increase 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, reduction in the reasonable opinion of the affected Lender, in accordance with normal banking practice, including, without limitation, a request or requirement which Lender materially affects the manner interests of the Lender; (A) the Lender shall notify the Borrower of any of the above circumstances and the Lender shall use all reasonable efforts (without any financial commitment on its part) to avoid the effects of any such change and in which particular, shall consider (without any Lender allocates capital resources to commitment on its part) fulfilling its obligations hereunderunder this Credit Agreement through another office or transferring its interest in this Credit Agreement and the Note at par to one or more of its Affiliates not affected by the Change in Circumstances if such transfer can be accomplished without material added cost to the Lender and in a manner compatible with its operational procedures; or (B) If the efforts referred to discontinue funding in (A) above fail to have the effect of eliminating the increased cost incurred by the Lender or maintaining its commitment herein, then, upon receipt the reduction in the amount of written notice thereof from the affected Lenderany payment received, the Trust shall thereafterBorrower shall, from time to time, upon within three (3) Business Days following demand by the Liquidity Agent on behalf (whether made before or after any repayment of the affected Lender, but subject to Section 13.10amounts outstanding under this Credit Agreement and the Note), pay that portion of to the Lender such increased costs incurred or any amount as the Lender shall certify to be necessary to compensate the Lender for such reduction in rate of returnadditional cost or reduction; provided, from and after the date of receipt by the Trust of however, that despite such written notice. In such circumstancespayments, the Liquidity Agent shall, if requested by the Trust, cease to make further disbursements on behalf of the affected Lender and the Trust Borrower shall cooperate with continue to use their best efforts to reduce the Liquidity Agent with a view to determining means effect of prepaying such Change in Circumstance; and (C) At any time thereafter, so long as the Change in Circumstance giving rise to the affected obligation to make the compensating payment continues, the Borrower may, upon giving the Lender its pro rata share not less than ten (10) Business Days' written notice which shall be irrevocable, prepay to the Lender the Loan. (c) If any amounts outstanding under this Credit Agreement are to be prepaid by the Borrower pursuant to any of the Notes then outstanding provisions of this Section 6.6, the Borrower shall simultaneously with such prepayment pay to the Lender all accrued interest and beneficially held fees on the amounts to be prepaid. No prepayment premium or penalty shall be due in connection with any payment required by such this Section 6.6. (d) The certificate of determination of a Lender, or of assuming as to any matters referred to in this Section 6.6 shall show in reasonable detail the unused amount of payable and the calculations used in good faith to determine such Lender's Commitmentamount and shall, as save for any manifest error, be conclusive and binding on 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)Borrower.

Changes in Circumstances. If the introduction (a) If, by reason of or any change subsequent to the date of this Agreement in applicable law or regulation or regulatory requirement or directive whether or not having the force of law or in the interpretation or application thereof by the governmental or quasi-governmental or judicial authority or central bank charged with the administration or interpretation of any law, rule such law or regulation (a "Change in Circumstance"), the Lender shall make it unlawful, or if any central bank or other governmental authority shall assert determine in good faith that it is unlawful, has become unlawful or impossible for any Lender or its relevant lending office it to perform its obligations hereunder hereunder, the Lender shall immediately notify the Borrowers and, after such notice, the liability of the Lender to advance or maintain the Advances shall immediately cease or, if any Advance has been made, the Borrowers shall prepay to the Lender such Advance. In any such event, but without prejudice to the aforesaid obligation of the Borrowers to prepay, the Borrowers and the Lender shall negotiate in good faith for a period not to exceed ninety (90) days commencing from the date notice is given by the Lender as provided above, with a view to agreeing to terms for making or continuing to make disbursements available the Commitment from another jurisdiction or funding of the affected Advance from alternative sources. (b) If the effect of any Change in Circumstance having effect after the date hereof, is to: (i) change the basis of taxation to continue the Lender of payment of principal or interest or any other payment due pursuant to fund the terms of this Agreement or maintain its commitment hereunderthe Note (other than an increase in the rate of taxation on the Lender's overall net income); or (ii) impose or modify or deem applicable any reserve requirements or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or shallfor the account of or loans by the Lender; or (iii) impose on the Lender any other condition affecting the Commitment or the Loan or any part thereof, the result of which is either to an extent deemed material by such Lender in its sole judgment, increase the cost to any the Lender of funding making available or maintaining its commitment hereunder the Commitment or the Loan or any part thereof or to reduce the rate amount of return to any payment received by the Lender hereunder; then and in connection therewith (including, for greater certainty, any such increased costs case if such increase 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, reduction in the reasonable opinion of the affected Lender, in accordance with normal banking practice, including, without limitation, a request or requirement which Lender materially affects the manner interests of the Lender; (A) the Lender shall notify the Borrowers of any of the above circumstances and the Lender shall use all reasonable efforts (without any financial commitment on its part) to avoid the effects of any such change and in which particular, shall consider (without any Lender allocates capital resources to commitment on its part) fulfilling its obligations hereunderunder this Agreement through another office or transferring its interest in this Agreement and the Note at par to one or more of its Affiliates not affected by the Change in Circumstances if such transfer can be accomplished without material added cost to the Lender and in a manner compatible with its operational procedures; or (B) If the efforts referred to discontinue funding in (A) above fail to have the effect of eliminating the increased cost incurred by the Lender or maintaining its commitment herein, then, upon receipt the reduction in the amount of written notice thereof from the affected Lenderany payment received, the Trust Borrowers shall thereafter, from time to time, upon within three (3) Business Days following demand by the Liquidity Agent on behalf (whether made before or after any repayment of the affected Lender, but subject amounts outstanding under this Agreement and the Note) pay to Section 13.10, pay that portion of the Lender such increased costs incurred or any amount as the Lender shall certify to be necessary to compensate the Lender for such reduction in rate of returnadditional cost or reduction; provided, from and after the date of receipt by the Trust of however, that despite such written notice. In such circumstancespayments, the Liquidity Agent shall, if requested by the Trust, cease to make further disbursements on behalf of the affected Lender and the Trust Borrowers shall cooperate with continue to use their best efforts to reduce the Liquidity Agent with a view to determining means effect of prepaying such Change in Circumstance; and (C) At any time thereafter, so long as the Change in Circumstance giving rise to the affected obligation to make the compensating payment continues, the Borrowers may, upon giving the Lender its pro rata share not less than ten (10) Business Days' written notice which shall be irrevocable, prepay to the Lender the Loan. (c) If any amounts outstanding under this Agreement are to be prepaid by the Borrowers pursuant to any of the Notes then outstanding provisions of this Section 7.9, the Borrowers shall simultaneously with such prepayment pay to the Lender all Breakage Costs and beneficially held by such all accrued interest and fees on the amounts to be prepaid. (d) The certificate of determination of the Lender, or of assuming as to any matters referred to in this Section 7.9 shall show in reasonable detail the unused amount of payable and the calculations used in good faith to determine such Lender's Commitmentamount and shall, as save for any manifest error, be conclusive and binding on 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)Borrowers.

Changes in Circumstances. If the introduction (a) If, by reason of or any change subsequent to the date of this Credit Agreement in applicable law or regulation or regulatory requirement or directive whether or not having the force of law or in the interpretation or application thereof by the governmental or quasi-governmental or judicial authority or central bank charged with the administration or interpretation of any law, rule such law or regulation (a "Change in Circumstance"), the Lender shall make it unlawful, or if any central bank or other governmental authority shall assert determine in good faith that it is unlawful, has become unlawful or impossible for any Lender or its relevant lending office it to perform its obligations hereunder hereunder, the Lender shall immediately notify the Borrowers and, after such notice, the liability of the Lender to advance or maintain the Advances or issue Letters of Credit shall immediately cease or, (i) if any Advance has been made, the Borrowers shall prepay to the Lender such Advance, or (ii) if any Letter of Credit has been issued, the Borrowers and the Lender shall use their reasonable good faith efforts to secure a replacement letter of credit at the sole expense of the Borrowers; provided that if the Borrowers are unable to secure such replacement letter of credit, the Borrowers shall deposit with the Lender at an account designated by the Lender an amount equal to the face amount of all then outstanding Letters of Credit. In any such event, but without prejudice to the aforesaid obligation of the Borrowers to prepay, the Borrowers and the Lender shall negotiate in good faith for a period not to exceed ninety (90) days commencing from the date notice is given by the Lender as provided above, with a view to agreeing to terms for making or continuing to make disbursements available the Commitment from another jurisdiction or funding of the affected Advance and issuing or reissuing the affected Letters of Credit from alternative sources. (b) If the effect of any Change in Circumstance having effect after the date hereof, is to: (i) change the basis of taxation to continue the Lender of payment of principal or interest or any other payment due pursuant to fund the terms of this Credit Agreement or maintain its commitment hereunderthe Notes (other than an increase in the rate of taxation on the Lender's overall net income); or (ii) impose or modify or deem applicable any reserve requirements or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or shallfor the account of or loans by the Lender; or (iii) impose on the Lender any other condition affecting the Commitment or the Loan or any part thereof, the result of which is either to an extent deemed material by such Lender in its sole judgment, increase the cost to any the Lender of funding making available or maintaining its commitment hereunder the Commitment or the Loan or any part thereof or to reduce the rate amount of return to any payment received by the Lender hereunder; then and in connection therewith (including, for greater certainty, any such increased costs case if such increase 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, reduction in the reasonable opinion of the affected Lender, in accordance with normal banking practice, including, without limitation, a request or requirement which Lender materially 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 interests 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. (1) If the introduction by reason of or any change after the date of this Agreement in applicable law, regulation or regulatory requirement or in the interpretation of or application thereof by any law, rule or regulation shall make it unlawful, or if any central bank governmental or other governmental authority charged with the administration thereof it shall assert that become unlawful for BPMB to comply with its obligations hereunder BPMB shall forthwith give notice to the Borrower of the relevant circumstance whereupon the Borrower and BPMB shall forthwith negotiate in good faith with a view to agreeing terms for making BPMB's commitment on a basis which is not unlawful and/or from another source (as the case may be). If within the period allowed by law or after thirty (30) days of such negotiations whichever shall be the earlier no agreement shall have been reached as aforesaid: - (a) any outstanding obligations of BPMB shall forthwith be terminated and BPMB's commitment shall be cancelled; and (b) the Borrower shall be obligated in the case where it is unlawful, becomes unlawful for any Lender or its relevant lending office BPMB to perform comply with its obligations hereunder to make disbursements or prepay to continue to fund or maintain its commitment hereunder, or shall, to an extent deemed material BPMB any amount outstanding under the Loan Facilities. (2) If by such Lender in its sole judgment, increase the cost to any Lender reason 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 applicable law, regulation or regulatory requirement or in the interpretation or application thereof by any governmental or other authority charged with the administration thereof or by reason of any law, rule or regulation relating to Taxes), or if any Lender shall comply compliance by BPMB with any guideline applicable direction, request or request of any governmental authority requirement (whether or not having the force of law but compliance law) of any governmental or other authority: - (i) any tax, duty or charge (other than tax on overall net profits or income) with respect to this Agreement, its commitment or any monies outstanding under the Loan Facilities is imposed on BPMB or the basis on which is, in the reasonable opinion payments under this Agreement are brought into charge to tax (not being an alteration solely of the affected Lender, rate of tax charged on the overall net profit or income of BPMB) is altered; or (ii) any reserve or similar requirements are imposed. modified or deemed applicable to BPMB or any special deposits affecting the amounts outstanding or affecting any deposit or other funds obtained by BPMB or to maintain the amount outstanding thereunder are required to be made by BPMB; or (iii) any other condition with respect to this Agreement or the monies outstanding under the Loan Facilities is imposed on BPMB; and the result of any of the foregoing is either to increase the cost to BPMB of making or continuing its obligations or to reduce the amount of any payment received or receivable by BPMB or the effective return of BPMB in accordance with normal banking practice, including, without limitation, a request or requirement which affects the manner in which any Lender allocates capital resources relation to its obligations hereundercommitment by any amount which BPMB deems material and shall so certify then and in any such case: - (a) BPMB shall give notice 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 Borrower of the affected Lender, but subject to Section 13.10, pay that portion happening of such increased costs incurred or any amount to compensate event promptly after becoming aware thereof; (b) BPMB shall then negotiate with the Borrower for such reduction in rate a period of return, from and not exceeding thirty (30) days 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 notice with a view to determining agreeing on a means of prepaying mitigating the increased cost or other reduction as aforesaid including in particular, but without limiting the generality of the foregoing, the changing of the branch or office of BPMB in question through which the Loan Facilities is made available at par to one or more affiliates or financial institutions not affected by such law, regulation or regulatory requirement; (c) whether or not any such agreement to mitigate the increased cost or other reduction as aforesaid is reached within the said period of thirty (30) days, the Borrower shall (without prejudice to its right of prepayment provided for herein) pay to BPMB on demand such amount as BPMB may certify in such demand to be necessary to compensate BPMB for such additional cost or reduction provided always that the Borrower may (on giving not less than seven (7) days' notice to BPMB of its election so to do) elect to prepay within a period of thirty (30) days after receipt of the notice from BPMB all (but not part only) monies outstanding to BPMB and upon receipt by BPMB of notice of such election the obligations of BPMB with respect to the affected Lender its pro rata share Loan Facilities shall be terminated; (d) where the Borrower is obligated or elects to prepay any monies outstanding under the Loan Facilities as provided herein the Borrower shall simultaneously with such prepayment pay to BPMB all other sums payable by the Borrower to BPMB under this Agreement together with such amounts as BPMB certifies to be necessary to compensate BPMB for any loss (including any loss suffered because the rate of interest obtainable by BPMB for the redeployment (in such way as is acceptable to BPMB) of the Notes then outstanding funds prepaid is less than the rate of interest previously payable to it hereunder in respect of the same period and beneficially held any losses incurred in liquidating or employing deposits from third parties required to effect or maintain its obligations) incurred by such Lenderit up to the next succeeding date on which interest is payable hereunder; and (e) the certificate of BPMB as to any of the matters referred to in this Section shall, or of assuming save for any manifest error, be conclusive and binding on 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)Borrower.

Changes in Circumstances. (a) LIBO Rate Unavailable. If on or prior to any Interest Setting Date: (i) the Agent determines that adequate and reasonable means do not exist for ascertaining the LIBO Rate to be used in determining the Applicable Rate for such LIBO Rate Period; or (ii) the Agent is advised by the Majority Holders that the relevant LIBO Rate will not adequately and fairly reflect the cost to such Holders of making or maintaining their Advances or Equity Investments, as applicable; or (iii) any Holder shall notify the Agent that the introduction of or any change in or in the interpretation of any law, rule law or regulation shall make made after the Funding Date makes it unlawful, or if any central bank or other governmental authority shall assert having jurisdiction over any Holder asserts after the Funding Date that it is unlawful, for any Lender Holder, or the office through which such Holder makes Fundings at the LIBO Rate, or compliance by any Holder (or its relevant lending office office) with any request or directive (whether or not having the force of law) of any Governmental Authority made after the Funding Date shall make it impossible, to perform its obligations hereunder with respect to make disbursements Applicable Rates determined by reference to the LIBO Rate or to continue to fund or maintain its commitment hereunderAdvances or Equity Investments to which an Applicable Rate determined by reference to the LIBO Rate applies; or (iv) an Event of Default or Non-Performance Event shall have occurred and be continuing; then, or shalland in any such event, the Agent shall give notice thereof (by telephone, promptly confirmed in writing) to the Company and the Trustee of such determination. Thereafter the Lessor and each affected Holder shall convert the Applicable Rate on the Notes and the Certificates to an extent deemed material Applicable Rate determined 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 reference 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 Base Rate as 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 first day of the affected Lender, but subject next succeeding Interest Period or such earlier date as is required by Law and any request for Participation Agreement Proprietary & Confidential (i) the conversion to Section 13.10, pay that portion of such increased costs incurred or any amount an Applicable Rate determined by reference 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 Base Rate shall cooperate with the Liquidity Agent with a view to determining means of prepaying only apply to the affected Lender its pro rata share of Holders and (ii) requests for a conversion from an Applicable Rate determined by reference to the Notes then outstanding and beneficially held Base Rate to an Applicable Rate determined by reference to the LIBO Rate shall be effective for those Holders not affected 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)notice.

Changes in Circumstances. If 13.1 In the event that by reason of: (a) the introduction of of, or any change in, any applicable law or regulation, or any change in or in the interpretation or application thereof; or (b) compliance by the Lender with any directive, request or requirement (whether or not having the force of law) of any central bank, government, fiscal or other authority, it becomes unlawful or it is prohibited or it is contrary to such directive, request or requirement for the Lender to maintain or give effect to any of its obligations as contemplated by this Agreement, then the Lender may notify the Borrowers thereof and, if the Loan has been advanced by the Lender, the Borrowers shall prepay the Loan forthwith in accordance with the terms of this Agreement and the obligations of the Lender shall thereupon terminate. 13.2 If the Lender shall at any time be of the reasonable opinion that: (a) the effect of any applicable law, rule regulation or regulation shall make it unlawfulregulatory requirements, or if the interpretation or application thereof, or any change therein (including the imposition of Taxes on payments hereunder, other than Taxes on the overall net income of the Lender); or (b) the effect of complying with any applicable directive, request or requirement (whether or not having the force of law) of any central bank or any governmental, monetary or other governmental authority shall assert that it is unlawful(including any type of liquidity, for any stock or capital adequacy controls or other banking or monetary controls or requirements which affects the manner in which the Lender or its relevant lending office allocates capital resources to perform its its, obligations hereunder hereunder), is: (i) 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 the Lender of making, funding or maintaining its commitment hereunder or the Loan or being a party to this Agreement; or (ii) to reduce the amount of any payment to the Lender under this Agreement or the effective return to the Lender under this Agreement or on its capital, then, and in any such case, the Lender shall notify the Borrowers as soon as practicable thereof and the Borrowers shall from time to time pay to the Lender on demand such amounts as the Lender shall specify to be necessary to compensate the Lender for such increased cost or such reduction or, at the Borrowers' election, the Borrowers shall prepay the Loan in accordance with the terms of this Agreement whereupon the obligations of the Lender shall terminate. 13.3 If and each time that prior to any Interest Period the Lender shall have determined that, by reason of circumstances affecting the London Interbank Dollar Market, either: (a) adequate and fair means do not exist for ascertaining the rate of return interest applicable to the Loan (or any part thereof) during such Interest Period pursuant to Clause 3.1; or (b) Dollars are not available to the Lender in connection therewith order to fund the Loan (includingor any part thereof) during such Interest Period, for greater certainty, any then the Lender shall as soon as practicable give notice of such increased costs or reduced rate of return attributable determination to the introduction of or any change in or Borrowers and, if such notice shall be given prior to 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 Loan being advanced by 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 Borrowers' right to borrow hereunder shall thereafter, from time to time, upon demand by be suspended during the Liquidity Agent on behalf of the affected Lender, but subject to Section 13.10, pay that portion continuance of such increased costs incurred or circumstances. In any amount to compensate for such reduction in rate of returnevent, from and after during the date of receipt by thirty days following the Trust giving 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 Borrowers and the Trust Lender shall cooperate with the Liquidity Agent with a view negotiate in good faith in order to determining means of prepaying to the affected Lender its pro rata share of the Notes then outstanding and beneficially held by such Lender, arrive at an alternative interest rate or of assuming the unused amount of such Lender's Commitment, (as the case may be, which may include ) an alternative basis for the purchase Lender to fund or assumption thereof by continue to fund 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, Loan (or the assumption thereof in whole relevant part thereof) during such Interest Period. If within such thirty day period an alternative interest rate or in (as the case may be) an alternative basis to fund or to continue to fund the Loan (or the relevant part by another Lender thereof) is agreed upon, then such alternative interest rate or (as the case may be) such alternative basis shall take effect in accordance with Sections 6.3 its terms. If the Borrowers and 6.4(b)the Lender fail to agree on such an alternative interest rate or (as the case may be) alternative basis within such thirty day period and such circumstances are continuing at the end of such thirty day period, then the Lender shall set an interest period and interest rate representing the cost of funding of the Lender in Dollars or in any available currency of the Loan plus the Margin. If the circumstance shall continue at the end of such interest period, the procedure in this Clause 13.3 shall be repeated. If the Borrowers shall not agree with such rate then the Borrowers may give not less than fifteen (15) Business Days' irrevocable notice of prepayment to the Lender in which case the commitment hereunder of the Lender shall thereupon be cancelled and, if the Loan is outstanding, the Borrowers shall prepay the Loan on the first Business Day after such period in accordance with the terms of this Agreement and the obligations of the Lender shall thereupon terminate.

Changes in Circumstances. If the introduction (a) If, by reason of or any change subsequent to the date of this Credit Agreement in applicable law or regulation or regulatory requirement or directive whether or not having the force of law or in the interpretation or application thereof by the governmental or quasi-governmental or judicial authority or central bank charged with the administration or interpretation of any law, rule such law or regulation (a "Change in Circumstance"), a Lender shall make it unlawful, or if any central bank or other governmental authority shall assert determine in good faith that it is unlawful, has become unlawful or impossible for any Lender or its relevant lending office it to perform its obligations hereunder hereunder, the Agent shall immediately notify the Borrowers and, after such notice, the liability of such Lender to advance or maintain the Advances or issue Letters of Credit shall immediately cease or, (i) if any Advance has been made, the Borrowers shall prepay to such Lender such Advance, or (ii) if any Letter of Credit has been issued, the Borrowers, such Lender and the Agent shall use their reasonable good faith efforts to secure a replacement letter of credit at the sole expense of the Borrowers; PROVIDED THAT if the Borrowers are unable to secure such replacement letter of credit, the Borrowers shall deposit with such Lender at an account designated by that Lender an amount equal to the face amount of all then outstanding Letters of Credit. In any such event, but without prejudice to the aforesaid obligation of the Borrowers to prepay, the Borrowers, such Lender and the Agent shall negotiate in good faith for a period not to exceed ninety (90) days commencing from the date notice is given by the Agent as provided above, with a view to agreeing to terms for making or continuing to make disbursements available the Commitment from another jurisdiction or funding of the affected Advance and issuing or reissuing the affected Letters of Credit from alternative sources. (b) If the effect of any Change in Circumstance having effect after the date hereof, is to: (i) change the basis of taxation to continue a Lender of payment of principal or interest or any other payment due pursuant to fund the terms of this Credit Agreement or maintain its commitment hereunderthe Note (other than an increase in the rate of taxation on the Lender's overall net income); or (ii) impose or modify or deem applicable any reserve requirements or require the making of any special deposits against or in respect of any assets or liabilities of, deposits with or shallfor the account of or loans by a Lender; or (iii) impose on any Lender any other condition affecting the Commitment or the Loan or any part thereof, the result of which is either to an extent deemed material by such Lender in its sole judgment, increase the cost to any such Lender of funding making available or maintaining its commitment hereunder the Commitment or the Loan or any part thereof or to reduce the rate amount of return to any payment received by the Lender hereunder; then and in connection therewith (including, for greater certainty, any such increased costs case if such increase 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, reduction in the reasonable opinion of the affected Lender, in accordance with normal banking practice, including, without limitation, a request or requirement which Lender materially affects the manner interests of the Lender; (A) the Lender shall notify the Borrowers of any of the above circumstances and the Lender shall use all reasonable efforts (without any financial commitment on its part) to avoid the effects of any such change and in which particular, shall consider (without any Lender allocates capital resources to commitment on its part) fulfilling its obligations hereunderunder this Credit Agreement through another office or transferring its interest in this Credit Agreement and the Note at par to one or more of its Affiliates not affected by the Change in Circumstances if such transfer can be accomplished without material added cost to the Lender and in a manner compatible with its operational procedures; or (B) If the efforts referred to discontinue funding in (A) above fail to have the effect of eliminating the increased cost incurred by the Lender or maintaining its commitment herein, then, upon receipt the reduction in the amount of written notice thereof from the affected Lenderany payment received, the Trust Borrowers shall thereafter, from time to time, upon within three (3) Business Days following demand by the Liquidity Agent on behalf (whether made before or after any repayment of the affected Lender, but subject amounts outstanding under this Credit Agreement and the Note) pay to Section 13.10, pay that portion of the Lender such increased costs incurred or any amount as the Lender shall certify to be necessary to compensate the Lender for such reduction in rate of returnadditional cost or reduction; provided, from and after the date of receipt by the Trust of however, that despite such written notice. In such circumstancespayments, the Liquidity Agent shall, if requested by the Trust, cease to make further disbursements on behalf of the affected Lender and the Trust Borrowers shall cooperate continue to use their best efforts to reduce the effect of such Change in Circumstance; and (C) At any time thereafter, so long as the Change in Circumstance giving rise to the obligation to make the compensating payment continues, the Borrowers may, upon giving the Lender not less than ten (10) Business Days' written notice which shall be irrevocable, prepay to the Lender the Loan (except for outstanding Letters of Credit) and shall deposit with the Liquidity Agent with a view to determining means of prepaying Lender at an account designated by the Lender an amount equal to the affected Lender its pro rata share face amount of all then outstanding Letters of Credit. (c) If any amounts outstanding under this Credit Agreement are to be prepaid by the Borrowers pursuant to any of the Notes then outstanding provisions of this Section 6.6, the Borrowers shall simultaneously with such prepayment pay to the Lenders all Breakage Costs and beneficially held by such all accrued interest and fees on the amounts to be prepaid. (d) The certificate of determination of a Lender, or of assuming as to any matters referred to in this Section 6.6 shall show in reasonable detail the unused amount of payable and the calculations used in good faith to determine such Lender's Commitmentamount and shall, as save for any manifest error, be conclusive and binding on 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)Borrowers.