Common use of Change in Circumstances Clause in Contracts

Change in Circumstances. Notwithstanding any other provision herein, if after the date hereof, the adoption of or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Rate Advance made by such Lender or any fees or other amounts payable under the Loan Documents (other than changes in respect of taxes imposed on the overall net income of such Lender or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, or (iii) shall impose on such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Rate Advances made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender, of agreeing to make, making or maintaining any Advance or to reduce the amount of any sum received or receivable by such Lender under any Loan Document (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Change in Circumstances. Notwithstanding any other provision herein, if after the date hereof, ; the adoption of or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) change the basis of taxation of payments to the Fronting Bank or any Lender of the principal of or interest on any Eurodollar Rate Advance made by such Lender or any fees or other amounts payable under the Loan Documents hereunder (other than changes in respect of taxes imposed on the overall net income of the Fronting Bank or such Lender Lender, or its Applicable Lending Office Office, by the jurisdiction in which the Fronting Bank or such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against letters of credit (or participatory interests therein) issued by, commitments or assets of, deposits with or for the account of, or credit extended by, the Fronting Bank or such Lender, or (iii) shall impose on the Fronting Bank or such Lender or the London interbank market any other condition affecting this Agreement Agreement, the Letters of Credit or participatory interests therein or Eurodollar Rate Advances made by such LenderAdvances, and the result of any of the foregoing shall be (A) to increase the cost to the Fronting Bank or such LenderLender of issuing, maintaining or participating in this Agreement or the Letter of Credit or of agreeing to make, making or maintaining any Advance or (B) to reduce the amount of any sum received or receivable by the Fronting Bank or such Lender under any Loan Document hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to the Fronting Bank or such Lender Lender, upon demand demand, such additional amount or amounts as will compensate the Fronting Bank or such Lender for such additional costs incurred or reduction suffered.

Change in Circumstances. Notwithstanding any other provision herein, if after the date hereof, hereof the adoption of or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) change the basis of taxation of payments to the Fronting Bank or any Lender of the principal of or interest on any Eurodollar Rate Advance made by such Lender or any fees or other amounts payable under the Loan Documents hereunder (other than changes in respect of taxes imposed on the overall net income of the Fronting Bank or such Lender Lender, or its Applicable Lending Office Office, by the jurisdiction in which the Fronting Bank or such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against letters of credit (or participatory interests therein) issued by, commitments or assets of, deposits with or for the account of, or credit extended by, the Fronting Bank or such Lender, or (iii) shall impose on the Fronting Bank or such Lender or the London interbank market any other condition affecting this Agreement Agreement, the Letters of Credit or participatory interests therein or Eurodollar Rate Advances made by such LenderAdvances, and the result of any of the foregoing shall be (A) to increase the cost to the Fronting Bank or such LenderLender of issuing, maintaining or participating in this Agreement or the Letter of Credit or of agreeing to make, making or maintaining any Advance or (B) to reduce the amount of any sum received or receivable by the Fronting Bank or such Lender under any Loan Document hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to the Fronting Bank or such Lender Lender, upon demand demand, such additional amount or amounts as will compensate the Fronting Bank or such Lender for such additional costs incurred or reduction suffered.

Change in Circumstances. Notwithstanding any other provision herein, if after the date hereof, the adoption of or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Rate Advance made by such Lender or any fees or other amounts payable under the Loan Documents hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, or (iii) shall impose on such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Rate Advances made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender, Lender of agreeing to make, making or maintaining any Advance or to reduce the amount of any sum received or receivable by such Lender hereunder or under any Loan Document the Notes (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Change in Circumstances. Notwithstanding any other provision herein, if after the date hereof, the adoption of or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Rate Advance or Competitive Advance made by such Lender or any fees or other amounts payable under the Loan Documents (other than changes in respect of taxes imposed on the overall net income of such Lender or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, or (iii) shall impose on such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Rate Advances or Competitive Advances made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender, of agreeing to make, making or maintaining any Advance or to reduce the amount of any sum received or receivable by such Lender under any Loan Document or under the Notes (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Change in Circumstances. Notwithstanding any other provision herein, if after the date hereof, the adoption of or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) change i)change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Rate Advance or Competitive Advance made by such Lender or any fees or other amounts payable under the Loan Documents hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall ii)shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, or (iii) shall iii)shall impose on such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Rate Advances or Competitive Advances made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender, of agreeing to make, making or maintaining any Advance or to reduce the amount of any sum received or receivable by such Lender hereunder or under any Loan Document the Notes (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Change in Circumstances. Notwithstanding any other provision herein, if after the date hereof, ; the adoption of or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Rate Advance made by such Lender or any fees or other amounts payable under the Loan Documents hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender Lender, or its Applicable Lending Office Office, by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, or (iii) shall impose on such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Rate Advances made by such LenderAdvances, and the result of any of the foregoing shall be (A) to increase the cost to such LenderLender of issuing, maintaining or participating in this Agreement or of agreeing to make, making or maintaining any Advance or (B) to reduce the amount of any sum received or receivable by such Lender under any Loan Document hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender Lender, upon demand demand, such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if if, after the original date hereofof this Agreement (prior to restatement), the adoption of or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) change the basis of taxation of payments to any the Lender of the principal of or interest on any Eurodollar Rate Advance made by such Lender the Loans or any fees the Fees or other amounts payable under the Loan Documents hereunder (other than changes in respect of taxes imposed on the overall net income of such the Lender or its Applicable Lending Office by the jurisdiction in which such the Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets of, deposits with or for the account of, of or credit extended by, such Lender, the Lender or (iii) shall impose on such the Lender or the London interbank market any other condition affecting this Agreement Agreement, the Notes or Eurodollar Rate Advances made by such Lenderthe Loans, and the result of any of the foregoing shall be to increase the cost to such Lender, the Lender of agreeing to make, making or maintaining any Advance Loan or to reduce the amount of any sum received or receivable by such the Lender under any Loan Document (whether of principal, interest or otherwise)) or under the Notes by an amount deemed by the Lender to be material, then the Borrowers will Borrower shall pay to such the Lender upon demand demand, such additional amount or amounts as will compensate such the Lender for such additional costs incurred or reduction suffered.

Change in Circumstances. Notwithstanding any other provision herein, if after the date hereof, the adoption of or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Rate Advance or Competitive Advance made by such Lender or any fees or other amounts payable under the Loan Documents (other than changes in respect of taxes imposed on the overall net income of such Lender or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments Commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, or (iii) shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the other Loan Documents or Eurodollar Rate Advances or Competitive Advances made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender, of agreeing to make, making or maintaining any Advance or of agreeing to issue or of issuing or maintaining Letters of Credit or to reduce the amount of any sum received or receivable by such Lender under any Loan Document or under the Notes (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender upon within five days of demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Change in Circumstances. Notwithstanding any other provision herein, if after the date hereof, the adoption of or any change in applicable law or regulation Applicable Law or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Rate Advance made by such Lender or any fees or other amounts payable under the Loan Documents hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender Lender, or its Applicable Lending Office Office, by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, or (iii) shall impose on such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Rate Advances made by such LenderAdvances, and the result of any of the foregoing shall be (A) to increase the cost to such LenderLender of issuing, maintaining or participating in this Agreement or of agreeing to make, making or maintaining any Advance or (B) to reduce the amount of any sum received or receivable by such Lender under any Loan Document hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender Lender, upon demand demand, such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Change in Circumstances. Notwithstanding any other provision herein, if after the date hereof, the adoption of or any change in applicable law or regulation or in the interpretation or administration thereof (including, without limitation, pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010) by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Rate Advance made by such Lender or any fees or other amounts payable under the Loan Documents (other than changes in respect of taxes imposed on the overall net income of such Lender or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, or (iii) shall impose on such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Rate Advances made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender, of agreeing to make, making or maintaining any Advance or to reduce the amount of any sum received or receivable by such Lender under any Loan Document (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Change in Circumstances. (a) Notwithstanding any other provision hereinherein but subject to Section 2.19, if after the date hereof, Effective Date the adoption introduction of any applicable law or regulation or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof thereof, or compliance by the Banks with any applicable guideline or request from any central bank or Governmental Authority (whether or not having the force of law) shall (i) shall change the basis of taxation of payments to any Lender Bank of the principal of or interest on any Eurodollar Rate Advance Loan made by such Lender Bank or any other fees or other amounts payable under the Loan Documents hereunder (other than changes in respect the rate of taxes tax imposed on the overall net income of of, including penalties and interest in respect thereof, or franchise taxes based on the net income of, such Lender Bank or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority thereinOffice), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets Properties of, deposits with or for the account of, or credit extended by, such Lender, any Bank or (iii) shall impose on such Lender any Bank or the London interbank eurodollar market any other condition affecting this Credit Agreement or any Eurodollar Rate Advances Loan made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender, Bank of agreeing to make, making or maintaining any Advance Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender under any Loan Document Bank hereunder (whether of principal, interest or otherwise)) in respect thereof by an amount deemed in good faith by such Bank to be material, then the Borrowers will Borrower shall pay to such Lender upon demand Bank such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred or reduction sufferedreductions suffered in accordance with subparagraph (c) below. Notwithstanding the foregoing, in no event shall any Bank be permitted to receive any compensation hereunder constituting interest in excess of the Highest Lawful Rate.

Change in Circumstances. Notwithstanding any other provision herein, if after the date hereof, the adoption of or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Rate Advance made by such Lender or any fees or other amounts payable under the Loan Documents (other than changes in respect of taxes imposed on the overall net income of such Lender or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, or (iii) shall impose on such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Rate Advances made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender, of agreeing to make, making or maintaining any Advance or to reduce the amount of any sum received or receivable by such Lender under any Loan Document or under the Notes (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Change in Circumstances. (a) Notwithstanding any other ----------------------- provision hereinherein but subject to Section 2.21, if after the date hereof, Effective Date the adoption ------------ introduction of any applicable law or regulation or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof thereof, or compliance by the Banks with any applicable guideline or request from any central bank or Governmental Authority (whether or not having the force of law) shall (i) shall change the basis of taxation of payments to any Lender Bank of the principal of or interest on any Eurodollar Rate Advance Loan made by such Lender Bank or shall change the basis of taxation of any other fees or other amounts payable under the Loan Documents hereunder (other than changes in respect the rate of taxes tax imposed on the overall net income of of, including penalties and interest in respect thereof, or franchise taxes based on the net income of, such Lender Bank or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority thereinOffice), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, any Bank or (iii) shall impose on such Lender any Bank or the London interbank eurodollar market any other condition affecting this Credit Agreement or Eurodollar Rate Advances any LIBOR Loan made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such LenderBank of making, of agreeing to makecontinuing, making converting, or maintaining any Advance LIBOR Loan or to reduce the amount of any sum received or receivable by such Lender under any Loan Document Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Bank to be material (provided that the foregoing shall not apply to increases resulting from general increases in interest rates or general increases in such Bank's administrative expenses or overhead), then the Borrowers will Borrower shall pay to such Lender upon demand Bank such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred or reduction sufferedreductions suffered in accordance with paragraph (c) below. Notwithstanding the foregoing, in no event shall any Bank be permitted to receive any compensation hereunder constituting interest in excess of the Highest Lawful Rate.

Change in Circumstances. Notwithstanding any other provision herein, if if, after the date hereof, the adoption of or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Rate Advance made by such Lender or any fees or other amounts payable under the Loan Documents hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, or (iii) shall impose on such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Rate Advances made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender, Lender of agreeing to make, making or maintaining any Advance or to reduce the amount of any sum received or receivable by such Lender under any Loan Document hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. Prior to any Lender giving notice to the Borrowers under this subsection (a), such Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such additional costs or reduction and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.

Change in Circumstances. Notwithstanding any other provision hereinIf, if on or after the date hereof, hereof the Agent or any Bank determines that (i) the adoption of of, or any change in in, any applicable law or law, rule, regulation or in the interpretation guideline or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or (ii) compliance by the Agent or such Bank or its parent holding company with any newly adopted or change in any applicable guideline, request or directive (whether or not having the force of law), (A) shall (i) subject the Agent or such Bank to any tax, duty or other charge with respect to any Loan, any Letters of Credit or any Note, or shall change the basis of taxation of payments to any Lender the Agent or such Bank of the principal of or interest on on, any Eurodollar Rate Advance made by such Lender Loans or in respect of any fees or other amounts payable due under the Loan Documents this Credit Agreement (other than changes in with respect of to taxes imposed on based upon the overall Agent or such Bank's net income of such Lender or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority thereinincome), or (iiB) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Rate Loan any such requirement included in an applicable Eurocurrency Reserve Rate) against commitments or assets of, deposits with or for the account of, or credit extended by, the Agent or such LenderBank, or (iii) shall impose on the Agent or such Lender Bank or the London interbank market any other condition affecting this Agreement the Loans, any Letters of Credit or Eurodollar Rate Advances made by such Lenderthe Notes, and the result of any of the foregoing shall be is to increase the cost to the Agent or such Lender, Bank of agreeing to make, making or maintaining any Advance Loan or any Letter of Credit, to reduce the amount of any sum received or receivable by the Agent or such Lender Bank under this Agreement, on account of any Loan Document (whether Letter of principalCredit or under the Notes with respect to any Loan, or to require the Agent or such Bank to make any payment or to forego any interest or otherwise)Reimbursement Obligation or other sum payable hereunder, then by an amount reasonably deemed by the Borrowers will Agent or such Bank to be material, then, upon demand by the Agent or such Bank by delivery of a cetificate in accordance with Section 5.8, the Borrower agrees to pay to the Agent or such Lender upon demand Bank such additional amount or amounts as will compensate the Agent or such Lender Bank for such additional costs incurred increased cost or reduction sufferedreduction.

Change in Circumstances. Notwithstanding any other provision hereinIf, if on or after the date hereof, hereof the Agent or any Bank determines that (i) the adoption of of, or any change in in, any applicable law or law, rule, regulation or in the interpretation guideline or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or (ii) compliance by the Agent or such Bank or its parent holding company with any newly adopted or change in any applicable guideline, request or directive (whether or not having the force of law), (A) shall (i) subject the Agent or such Bank to any tax, duty or other charge with respect to any Loan, any Letters of Credit or any Note, or shall change the basis of taxation of payments to any Lender the Agent or such Bank of the principal of or interest on on, any Eurodollar Rate Advance made by such Lender Loans or in respect of any fees or other amounts payable due under the Loan Documents this Credit Agreement (other than changes in with respect of to taxes imposed on based upon the overall Agent or such Bank's net income of such Lender or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority thereinincome), or (iiB) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Rate Loan any such requirement included in an applicable Eurocurrency Reserve Rate) against commitments or assets of, deposits with or for the account of, or credit extended by, the Agent or such LenderBank, or (iii) shall impose on the Agent or such Lender Bank or the London interbank market any other condition affecting this Agreement the Loans, any Letters of Credit or Eurodollar Rate Advances made by such Lenderthe Notes, and the result of any of the foregoing shall be is to increase the cost to the Agent or such Lender, Bank of agreeing to make, making or maintaining any Advance Loan or any Letter of Credit, to reduce the amount of any sum received or receivable by the Agent or such Lender Bank under this Agreement, on account of any Loan Document (whether Letter of principalCredit or under the Notes with respect to any Loan, or to require the Agent or such Bank to make any payment or to forego any interest or otherwise)Reimbursement Obligation or other sum payable hereunder, then by an amount reasonably deemed by the Borrowers will Agent or such Bank to be material, then, upon demand by the Agent or such Bank by delivery of a certificate in accordance with Section 5.8, the Borrower agrees to pay to the Agent or such Lender upon demand Bank such additional amount or amounts as will compensate the Agent or such Lender Bank for such additional costs incurred increased cost or reduction sufferedreduction.

Change in Circumstances. Notwithstanding any other provision herein, if after the date hereof, the adoption of or any change in applicable law or regulation or in the interpretation or administration thereof (including, without limitation, pursuant to the Xxxx- Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010) by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Rate Advance made by such Lender or any fees or other amounts payable under the Loan Documents (other than changes in respect of taxes imposed on the overall net income of such Lender or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, or (iii) shall impose on such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Rate Advances made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender, of agreeing to make, making or maintaining any Advance or to reduce the amount of any sum received or receivable by such Lender under any Loan Document (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Change in Circumstances. Notwithstanding any other provision herein, if after the date hereof, the adoption of or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Rate Advance or Competitive Advance made by such Lender or any fees or other amounts payable under the Loan Documents hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, or (iii) shall impose on such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Rate Advances or Competitive Advances made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender, Lender of agreeing to make, making or maintaining any Advance or to reduce the amount of any sum received or receivable by such Lender hereunder or under any Loan Document the Notes (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date hereof, the adoption of or any change Change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) Law shall (i) change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Rate Advance made by such Lender or any fees or other amounts payable under the Loan Documents (other than changes in respect of taxes imposed on the overall net income of such Lender or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall impose, modify or deem applicable any reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against commitments or assets of, deposits with or for the account of, of or credit extended byby the Lender; or (ii) subject the Lender to any Taxes (other than (A) Indemnified Taxes, such Lender(B) Taxes described in clauses (c) and (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on such the Lender or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Rate Advances Loans made by such the Lender, and the result of any of the foregoing shall be to increase the cost to such Lenderthe Lender of making, of agreeing to makeconverting to, making continuing or maintaining any Advance Loan or of maintaining its obligation to make any such Loan or to reduce the amount of any sum received or receivable by such the Lender under any Loan Document hereunder (whether of principal, interest or otherwiseany other amount), then the Borrowers Borrower will pay to such Lender the Lender, as the case may be, upon demand such additional amount or amounts as will compensate such Lender the Lender, as the case may be, for such additional costs incurred or reduction suffered.

Change in Circumstances. Notwithstanding any other provision hereinIf, if on or after the date hereof, hereof the Bank ----------------------- determines that (i) the adoption of of, or any change in in, any applicable law or law, rule, regulation or in the interpretation guideline or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or (ii) compliance by the Bank or its parent holding company with any guideline, request or directive (whether or not having the force of law), (A) shall (i) subject the Bank to any tax, duty or other charge with respect to any Eurodollar Rate Loan or the Revolving Credit Note, or shall change the basis of taxation of payments to any Lender the Bank of the principal of or interest on any on, Eurodollar Rate Advance made by such Lender Loans or in respect of any fees or other amounts payable due under the Loan Documents this Agreement in respect of Eurodollar Rate Loans (other than changes in with respect of to taxes imposed on based upon the overall Bank's net income of such Lender or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority thereinincome), or (iiB) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Rate Loan any such requirement included in an applicable Eurocurrency Reserve Rate) against commitments or assets of, deposits with or for the account of, or credit extended by, such Lenderthe Bank, or (iii) shall impose on such Lender the Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Rate Advances made by such LenderLoans or the Revolving Credit Note, and the result of any of the foregoing shall be is to increase the cost to such Lender, the Bank of agreeing to make, making or maintaining any Advance Eurodollar Rate Loan, or to reduce the amount of any sum received or receivable by such Lender the Bank under this Agreement or under the Revolving Credit Note with respect to any Loan Document (whether of principalRevolving Credit Loan, interest or otherwise)by an amount reasonably deemed by the Bank to be material, then then, upon demand by the Bank, the Borrowers will jointly and severally agree to pay to such Lender upon demand the Bank such additional amount or amounts as will compensate such Lender the Bank for such additional costs incurred increased cost or reduction sufferedreduction.

Change in Circumstances. (a) Notwithstanding any other provision hereinherein but subject to Section 2.21, if after the date hereof, Effective Date the adoption introduction of any applicable law or regulation or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof thereof, or compliance by any Lender with any applicable guideline or request from any central bank or Governmental Authority (whether or not having the force of law) shall (i) shall change the basis of taxation of payments to any Lender Lender, of the principal of or interest on any Eurodollar Rate Advance Loan made by such Lender or shall change the basis of taxation of any other fees or other amounts payable under the Loan Documents hereunder (other than changes in respect the rate of taxes tax imposed on the overall net income of of, including penalties and interest in respect thereof, or franchise taxes based on the net income of, such Lender or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority thereinOffice), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, any Lender or (iii) shall impose on such any Lender or the London interbank eurodollar market any other condition affecting this Credit Agreement or any Eurodollar Rate Advances Loan made by such Lender, and the result of any of the foregoing shall be to increase the cost to such LenderLender of making, of agreeing to makecontinuing, making converting, or maintaining any Advance Eurodollar Rate Loan or to reduce the amount of any sum received or receivable by such Lender under any Loan Document hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Lender to be material (provided that the foregoing shall not apply to increases resulting from general increases in interest rates or general increases in such Lender's administrative expenses or overhead), then the Borrowers will Borrower shall pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction sufferedreductions suffered in accordance with Section 2.15(c). Notwithstanding the foregoing, in no event shall any Lender be permitted to receive any compensation hereunder constituting interest in excess of the Highest Lawful Rate.

Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date hereof, the adoption of or this Agreement any change in applicable law Laws or regulation regulations or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) change the basis of taxation of payments to any Lender of the principal of or interest on Bank under any Eurodollar Rate Advance Loan made by such Lender Bank or any other fees or other amounts payable under the Loan Documents hereunder (other than changes in respect of taxes imposed on the overall net income of Bank by the country in which such Lender Bank is located, or its Applicable Lending Office by the jurisdiction in which such Lender Bank has its principal office or in which such Applicable Lending Office is located office, or by any political subdivision or taxing authority therein), or (ii) shall impose, modify modify, or deem applicable any reservereserve requirement, special deposit deposit, insurance charge (including FDIC insurance on Eurodollar deposits) or similar requirement requirements against commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, Bank or (iii) shall impose on such Lender Bank (other than a specific imposition on Bank, rather than a general imposition upon banks related to asset size, nature of operations or other factors) or the London interbank market Interbank Market any other condition affecting this Agreement or Eurodollar Rate Advances Loans made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender, Bank of agreeing to make, making or maintaining any Advance its Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender under Bank for any Loan Document of its Eurodollar Loans hereunder (whether of principal, interest or otherwise)) by an amount reasonably deemed by Bank to be material, then the Borrowers Borrower will pay to such Lender upon demand Bank such additional amount or amounts as will reasonably compensate such Lender Bank for such additional costs incurred or reduction sufferedcosts.

Change in Circumstances. Notwithstanding any other provision herein, if after the date hereof, the adoption of or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority authority, charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Rate Advance or Competitive Advance made by such Lender or any fees or other amounts payable under the Loan Documents (other than changes in respect of taxes imposed on the overall net income of such Lender or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments Commitments or assets of, of deposits with or for the account of, of or credit extended by, such Lender, Lender or (iii) shall impose on such Lender or the London interbank market any other condition affecting this Agreement or the other Loan Documents or Eurodollar Rate Advances or Competitive Advances made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender, Lender of agreeing to make, making or maintaining any Advance or of agreeing to issue or of issuing or maintaining Letters of Credit or to reduce the amount of any sum received or receivable by such Lender under any Loan Document or under the Notes (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender upon within five days of demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Change in Circumstances. Notwithstanding any other provision herein, if after the date hereof, the adoption of or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Rate Advance made by such Lender or any fees or other amounts payable under the Loan Documents (other than changes in respect of taxes imposed on the overall net income of such Lender or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, or (iii) shall impose on such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Rate Advances made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender, of agreeing to make, making or maintaining any Advance or to reduce the amount of any sum received or receivable by such Lender under any Loan Document or under the Notes (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

Change in Circumstances. (a) Notwithstanding any other provision hereinherein but subject to Section 2.19, if after the date hereof, Effective Date the adoption introduction of any applicable law or regulation or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof thereof, or compliance by the Banks with any applicable guideline or request from any central bank or Governmental Authority (whether or not having the force of law) shall (i) shall change the basis of taxation of payments to any Lender Bank of the principal of or interest on any Eurodollar Rate Advance Revolving Credit Loan made by such Lender Bank or of any other fees or other amounts payable under the Loan Documents hereunder (other than changes in respect the rate of taxes tax imposed on the overall net income of of, including penalties and interest in respect thereof, or franchise taxes based on the net income of, such Lender Bank or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority thereinOffice), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, any Bank or (iii) shall impose on such Lender any Bank or the London interbank eurodollar market any other condition affecting this Credit Agreement or any Eurodollar Rate Advances Loan made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender, Bank of agreeing to make, making or maintaining any Advance Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender under any Loan Document Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Bank to be material (provided that the foregoing shall not apply to increases resulting from general increases in interest rates or general increases in such Bank's administrative expenses or overhead), then the Borrowers will Borrower shall pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.Bank such

Change in Circumstances. (a) Notwithstanding any other provision hereinherein but subject to Section 2.19, if after the date hereof, Effective Date the adoption introduction of any applicable law or regulation or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof thereof, or compliance by the Banks with any applicable guideline or request from any central bank or Governmental Authority (whether or not having the force of law) shall (i) shall change the basis of taxation of payments to any Lender Bank of the principal of or interest on any Eurodollar Rate Advance Revolving Credit Loan made by such Lender Bank or of any other fees or other amounts payable under the Loan Documents hereunder (other than changes in respect the rate of taxes tax imposed on the overall net income of of, including penalties and interest in respect thereof, or franchise taxes based on the net income of, such Lender Bank or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority thereinOffice), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, any Bank or (iii) shall impose on such Lender any Bank or the London interbank eurodollar market any other condition affecting this Credit Agreement or any Eurodollar Rate Advances Loan made by such LenderBank, and the result of any of the foregoing shall be to increase the cost to such Lender, Bank of agreeing to make, making or maintaining any Advance Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender under any Loan Document Bank hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Bank to be material (provided that the foregoing shall not apply to increases resulting from general increases in interest rates or general increases in such Bank's administrative expenses or overhead), then the Borrowers will Borrower shall pay to such Lender upon demand Bank such additional amount or amounts as will compensate such Lender Bank for such additional costs incurred or reduction sufferedreductions suffered in accordance with paragraph (c) below. Notwithstanding the foregoing, in no event shall any Bank be permitted to receive any compensation hereunder constituting interest in excess of the Highest Lawful Rate.

Change in Circumstances. Notwithstanding any other provision herein, if after the date hereof, the adoption of or any change in applicable law or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) shall (i) change the basis of taxation of payments to any Lender of the principal of or interest on any Eurodollar Rate Advance made by such Lender or any fees or other amounts payable under the Loan Documents hereunder (other than changes in respect of taxes imposed on the overall net income of such Lender or its Applicable Lending Office by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, or (iii) shall impose on such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Rate Advances made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender, Lender of agreeing to make, making or maintaining any Advance or to reduce the amount of any sum received or receivable by such Lender hereunder or under any Loan Document the Notes (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender upon demand such additional amount or amounts as will compensate such Lender for such additional addi- tional costs incurred or reduction suffered.

Change in Circumstances. Notwithstanding (a) If the Lender shall have determined that the applicability of any other provision hereinlaw, if rule, regulation or guideline adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" or the adoption or effectiveness after the date hereofhereof of any law, the adoption of rule, regulation or guideline regarding capital adequacy, or any change in applicable law any of the foregoing, or regulation or any change in the interpretation or administration thereof in any of the foregoing by any governmental authority Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof thereof, or compliance by the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) shall (i) change of any such Governmental Authority, central bank or comparable agency, has or would have the basis effect of taxation reducing the rate of payments to any Lender of the principal of or interest on any Eurodollar Rate Advance made by such Lender or any fees or other amounts payable under the Loan Documents (other than changes in respect of taxes imposed return on the overall net income Lender's capital, as a consequence of its obligations under this Credit Agreement to a level below that which the Lender could have achieved but for such Lender adoption, change or its Applicable Lending Office compliance (taking into consideration the Lender's policies with respect to capital adequacy) by an amount deemed in good faith by the jurisdiction in which such Lender has its principal office or in which such Applicable Lending Office is located or by any political subdivision or taxing authority therein), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against commitments or assets of, deposits with or for the account of, or credit extended by, such Lender, or (iii) shall impose on such Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Rate Advances made by such Lender, and the result of any of the foregoing shall to be to increase the cost to such Lender, of agreeing to make, making or maintaining any Advance or to reduce the amount of any sum received or receivable by such Lender under any Loan Document (whether of principal, interest or otherwise)material, then the Borrowers will Lender shall give the Borrower written notice thereof. Within thirty (30) days of the date on which the Borrower receives such notice, the Borrower shall pay to such the Lender upon demand such additional an amount or amounts as will compensate such that will, in Lender's reasonable determination, provide adequate compensation to the Lender for any such additional costs incurred or reduction sufferedin accordance with subparagraph (b) below. Notwithstanding the foregoing, in no event shall the Lender be permitted to receive any compensation hereunder constituting interest in excess of the Highest Lawful Rate.