(a) A Change-in-Law, including a change relating to Taxes, shall not be deemed a Force Majeure Event.
(b) A Change-in-Law shall be classified as major when it is likely to lead the Company to incur or save a material amount; otherwise, the Change-in-Law is classified as minor. For this purpose, the amount shall be deemed material if as a result of the Change-in-Law the present value of cash flows saved or incurred by the Company, acting with due efficiency and economy, is more than [●] million, as computed based on the Financial Model.
(c) If the Change-in-Law is classified as minor, the Company shall not be entitled to any additional payment of money, adjustment of Revenues or Fares, or extension of periods.
(d) If the Change-in-Law is classified as major and likely to increase the costs of the Company in performing its obligations under this Agreement, the Agency shall hold the Company harmless from the financial consequences in question, including as follows:
(i) the Concession Fee for each Contract Year in which the Major Change has effect shall be reduced by an amount equal to the amount incurred by the Company due to the Change-in-Law for that Contract Year, to be determined by an Expert Panel under Section 19.2.2 (Establishment and Operation of Expert Panel);
(ii) extension of the [Design Timetable, Works Timetable and] Required Operations Start Date or Operating Period;
(iii) permitting the Company to raise Fares;
(iv) direct payment by the Agency to the Company;
(v) such other means as the Agency and the Company may agree;
(vi) termination of this Agreement;
(vii) a combination of any two or more of the remedies specified in paragraphs (i) - (vi).
(e) If the Change-in-Law is classified as major and likely to decrease the costs of the Company in performing its obligations under this Agreement, the Concession Fee for each Contract Year in which the Major Change has effect shall be increased by an amount equal to the amount saved by the Company due the Change-in-Law for that Contract Year, but there shall be no alteration in the [Design Timetable, Works Timetable and] Required Operations Start Date or Operating Period.
(c) The Company shall:
(i) use all reasonable endeavors to mitigate the adverse effects of any Change-in-Law and take all reasonable steps to minimize any increase in cost arising from it;
(ii) exploit the benefits of any Change-in-Law and take all reasonable steps to maximize any reduction in costs or other advantages arising from it; and
(iii) be responsible for obtaining any Consents which may be required in connection with its compliance with a Change-in-Law.