any govern mental authority charged

with the interpretation or administration thereof or in any directive of any

applicable fiscal or monetary authority (whether or not having the force of law)

shall change the basis of taxation of payments to the bank of the principal of

or interest on the loan or the note or in respect of any other amounts due under

this agreement or shall impose, modify or deem applicable any reserve, special

deposit or similar requirements against assets of, deposits with or for the

account of, or credit extended by , the bank, or shall impose on the bank or the

london interbank market any other condition affecting this agreement, the loan,

or the note and the result of any of the foregoing is to increase to cost to the

bank of making or maintaining the loan or to reduce the amount of any sum

receivable by the bank hereunder, then the borrower shall pay to the bank upon

its demand such additional amount or amounts as will compensate the bank for

such additional cost or reduction. a certificate of the bank setting forth the

basis for the determination of such amount necessary to compensate the bank as

aforesaid shall be delivered to the borrower and shall, save for manifest error

in computation or transmission, be conclusive as to such determination and such

amount.

section 4.7. change of law

notwithstanding any other provisions herein, in the event that any change in any

applicable law, rule or regulation or in the interpretation or administration

thereof by any governmental authority charged with the interpretation or

administration thereof shall make it unlawful for the bank to (i) honor its

commitment, or (ii) make or maintain the loan, the bank shall notify the

borrower and shall furnish the borrower, in writing, evidence certified by the

bank of such change. upon such notice by the bank to the borrower of the change,

the commitment of the bank shall terminate and the aggregate principal amount of

the loan and the note then outstanding, together with interest accrued thereon

and any other amounts payable to the bank under this agreement shall be repaid

on the interest payment date next succeeding the date of any such change or on

such earlier date as is specified by the bank.

article 5 representations and warranties

to induce the bank to enter into this agreement and to make and maintain t

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