Common use of Changes; Legal Restrictions Clause in Contracts

Changes; Legal Restrictions. If after the date hereof the Lender determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over the Lender or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects the Lender (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is applicable to the Commitment of the Lender to make Fixed Rate Loans; or (ii) imposes, modifies or holds applicable, any reserve (other than reserves taken into account in calculating any Fixed Rate), special deposit, Credit Agreement compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, commitments made or other credit extended by, or any other acquisition of funds by, the Lender or any Applicable Lending Office or Fixed Rate Affiliate of the Lender; and the result of any of the foregoing is to increase the cost to the Lender of making, renewing or maintaining the Loans or its Commitment or to reduce any amount receivable thereunder; then, in any such case, upon written demand by the Lender, the Borrower agrees promptly to pay to the Lender, from time to time as specified by the Lender, such amount or amounts as may be necessary to compensate the Lender or its Fixed Rate Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a reasonably detailed summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Changes; Legal Restrictions. If after the date hereof the any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over the Lender any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects the does or will subject a Lender (or its Applicable Lending Office) an Issuing Bank to charges (other than Taxestaxes) of any kind which is such Lender or Issuing Bank reasonably determines to be applicable to the Commitment Revolving Credit Commitments of the Lenders and/or the Issuing Banks to issue and/or participate in Letters of Credit or change the basis of taxation of payments to that Lender or Issuing Bank of fees, interest, or any other amount payable hereunder with respect to make Fixed Rate LoansLetters of Credit; or (iib) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender or an Issuing Bank, any reserve (other than reserves taken into account in calculating any Fixed Rate)reserve, special deposit, Credit Agreement compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, the a Lender or any Applicable Lending Office or Fixed Rate Affiliate of the Lenderan Issuing Bank; and the result of any of the foregoing is to increase the cost to the that Lender or Issuing Bank of making, renewing or maintaining its Revolving Credit Commitments with respect to, or issuing or participating in, the Loans or its Commitment Letters of Credit or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the LenderAgent), the Borrower agrees promptly to Borrowers shall immediately pay to the LenderAgent for the account of such Lender or Issuing Bank, from time to time as specified by the Lendersuch Lender or Issuing Bank, such amount or amounts as may be necessary to compensate the such Lender or its Fixed Rate Affiliate Issuing Bank for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a reasonably detailed brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Changes; Legal Restrictions. If after the date hereof the any Lender reasonably determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over the any Lender or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects the a Lender (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is applicable to the Commitment Commitments of the Lender Lenders to make Fixed Eurodollar Rate Loans or changes the basis of taxation of payments to that Lender of principal, fees, interest, or any other amount payable hereunder with respect to Eurodollar Rate Loans; or (ii) imposes, modifies modifies, or holds applicable, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, Credit Agreement compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, the a Lender or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of the that Lender; and the result of any of the foregoing is to increase the cost to the that Lender of making, renewing or maintaining the Loans or its Commitment Commitments or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender (with a copy of such demand to the LenderAdministrative Agent), the Borrower agrees promptly to Borrowers shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by the such Lender, such amount or amounts as may be necessary to compensate the such Lender or its Fixed Rate Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a reasonably detailed summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Changes; Legal Restrictions. If after the date hereof the any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-quasi- governmental authority exercising jurisdiction, power or control over the Lender any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects the a Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is that are applicable to the Commitment Revolving Credit Commitments of the Lender Lenders and/or the Issuing Banks to make Fixed Eurocurrency Rate LoansLoans or to Issue and/or participate in Letters of Credit; or (ii) imposes, modifies or holds applicable, applicable any reserve (other than reserves taken into account in calculating any Fixed the Eurocurrency Rate), special deposit, Credit Agreement compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, the a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurocurrency Affiliate of the Lenderthat Lender or Issuing Bank; and the result of any of the foregoing is to increase the cost to the that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitment Revolving Credit Commitments or issuing or participating in the Letters of Credit or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the LenderAdministrative Agent), the Borrower agrees promptly to Borrowers shall immediately pay to the LenderAdministrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by the Lendersuch Lender or Issuing Bank, such amount or amounts as may be necessary to compensate the such Lender or Issuing Bank or its Fixed Rate Eurocurrency Affiliate for any such additional cost incurred or reduced amount received. Such written demand shall be accompanied by a statement as to the amount of such compensation and include demonstrate in reasonable detail the calculation of such amount and a reasonably detailed summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Changes; Legal Restrictions. If after the date hereof the any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over the Lender any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects the does or will subject a Lender (or its Applicable Lending Office) an Issuing Bank to charges (other than Taxestaxes) of any kind which is such Lender or Issuing Bank reasonably determines to be applicable to the Commitment Revolving Credit Commitments of the Lenders and/or the Issuing Banks to issue and/or participate in Letters of Credit or change the basis of taxation of payments to that Lender or Issuing Bank of fees, interest, or any other amount payable hereunder with respect to make Fixed Rate LoansLetters of Credit; or (iib) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of a Lender or an Issuing Bank, any reserve (other than reserves taken into account in calculating any Fixed Rate)reserve, special deposit, Credit Agreement compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, the a Lender or any Applicable Lending Office or Fixed Rate Affiliate of the Lenderan Issuing Bank; and the result of any of the foregoing is to increase the cost to the that Lender or Issuing Bank of making, renewing or maintaining its Revolving Credit Commitments with respect to, or issuing or participating in, the Loans or its Commitment Letters of Credit or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the LenderAgent), the Borrower agrees promptly to Borrowers shall immediately pay to the LenderAgent for the account of such Lender or Issuing Bank, from time to time as specified by the Lendersuch Lender or Issuing Bank, such amount or amounts as may be necessary to compensate the such Lender or its Fixed Rate Affiliate Issuing Bank for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a reasonably detailed brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.. 138

Changes; Legal Restrictions. If after the date hereof the any Lender or any Issuing Bank reasonably determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over the any Lender or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects the a Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is applicable to the Commitment Commitments or Loans of the Lender Lenders and/or the Issuing Bank to make Fixed or maintain Eurodollar Rate LoansLoans or to issue and/or participate in Letters of Credit or changes the basis of taxation of payments to that Lender or the Issuing Bank of principal, fees, interest, or any other amount payable hereunder with respect to Eurodollar Rate Loans or letters of Credit; or (ii) imposes, modifies modifies, or holds applicable, any reserve (other than reserves taken into account in calculating any Fixed the Eurodollar Rate), special deposit, Credit Agreement compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, the a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Eurodollar Affiliate of the Lenderthat Lender or that Issuing Bank; and the result of any of the foregoing is to increase the cost to the that Lender or that Issuing Bank of making, renewing or maintaining the Loans or its Commitment Commitments or issuing or participating in the Letters of Credit or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or such Issuing Bank (with a copy of such demand to the LenderAdministrative Agent), the Borrower agrees promptly to shall immediately pay to the LenderAdministrative Agent for the account of such Lender or such Issuing Bank, from time to time as specified by the Lendersuch Lender or such Issuing Bank, such amount or amounts as may be necessary to compensate the such Lender or such Issuing Bank or its Fixed Rate Affiliate Eurodollar Affiliate, on an after-tax basis, for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a reasonably detailed summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Changes; Legal Restrictions. If after the date hereof the Lender Bank --------------------------- determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over the Lender Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects the Lender (or its Applicable Lending Office) Bank to charges (other than Taxes) in respect of any kind which is applicable the Loans or in respect of the Bank's Commitment or changes the basis of taxation of payments to the Commitment Bank of the Lender principal, fees, interest, or any other amount payable hereunder with respect to make Fixed Rate LIBOR Loans; or (ii) imposes, modifies modifies, or holds applicable, any reserve (other than reserves taken into account in calculating any Fixed Ratethe LIBOR), special deposit, Credit Agreement compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, the Lender or any Applicable Lending Office or Fixed Rate Affiliate of the LenderBank; and the result of any of the foregoing is to increase the cost to the Lender Bank of making, renewing converting or maintaining the Loans continuing any Loan as a LIBOR Loan, or its Commitment or to reduce any amount receivable thereunder; then, in any such case, upon the Borrower shall, within fourteen (14) days after written demand by the LenderBank, the Borrower agrees promptly to pay to the Lender, Bank from time to time as specified by the LenderBank, such amount or amounts as may be necessary to compensate the Lender Bank (in the form of an increased rate of, or its Fixed Rate Affiliate different method of calculating, interest or otherwise) for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a reasonably detailed summary of the basis for such demand. Such statement shall demand (it being agreed that such summary, showing in reasonable detail the basis for the calculation of such compensation, shall, absent clearly demonstrable error, be final and conclusive and binding for all purposes, absent manifest erroron the Borrower).

Changes; Legal Restrictions. If In the event that after the date hereof the Lender determines that (i) the adoption or implementation of or any change in any law, treaty, rule, regulation, guideline or determination of a court or Governmental Authority or any change in the interpretation or administration of any law application thereof by a court or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power (ii) compliance by the Issuer or control over the Lender Credit Bank with any request or over banks or financial institutions generally directive (whether or not having the force of law), compliance with which, in each case after the date hereof) from any central bank or other Governmental Authority: (iA) subjects does or will subject the Lender (Issuer or its Applicable Lending Office) the Credit Bank to charges (any tax, duty or other than Taxes) charge of any kind which is the Credit Bank determines to be applicable to the Commitment Letter of Credit, any of the Lender other Operative Documents or the Letter of Credit Liabilities or the Borrower Promissory Note or any change in the basis of taxation of payments to make Fixed Rate Loansthe Credit Bank of principal, interest, invested amount, yield, fees or any other amount payable hereunder or under the Operative Documents, except for taxes imposed on or measured by the overall net income of the Issuer or the Credit Bank; or (iiB) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of the Issuer or the Credit Bank, any reserve (other than reserves taken into account in calculating any Fixed Rate)reserve, special deposit, Credit Agreement liquidity ratio, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, the Lender Issuer or any Applicable Lending Office or Fixed Rate Affiliate of the LenderCredit Bank; and the result of any of the foregoing is to increase the cost to the Lender Issuer or the Credit Bank of making, renewing or maintaining the Loans Loan or its Commitment the Letter of Credit or to reduce any amount receivable thereunder; under the Borrower Promissory Note or the Reimbursement Agreement, and the Issuer or the Credit Bank gives the Lessee notice of any of the foregoing and the approximate amount of such cost increase within 120 days after the calendar year in which such increased costs were incurred by the Issuer or the Credit Bank, then, in any such case, upon written demand by the Lender, the Borrower agrees Lessee shall promptly to pay to the LenderIssuer and the Credit Bank on an After-Tax Basis, from time to time as specified within thirty (30) days after demand made in writing by the LenderIssuer or the Credit Bank to the Lessee, such amount or amounts (based upon an allocation thereof by the Issuer or the Credit Bank, as the case may be, to the financing transactions contemplated by the Operative Documents that were so affected by this Section) as may be reasonably necessary to compensate the Lender Issuer or its Fixed Rate Affiliate the Credit Bank, as the case may be, for any such additional cost incurred or reduced amount received. Such demand The Issuer or the Credit Bank, as the case may be, shall deliver to the Lessee a written statement of the costs or reductions claimed and the basis therefor, and the allocation made by the Issuer or the Credit Bank, as the case may be, of such costs and reductions shall be accompanied by a statement as to the amount of such compensation and include a reasonably detailed summary of the basis for such demand. Such statement shall be conclusive and binding for all purposesconclusive, absent manifest demonstrable error.

Changes; Legal Restrictions. If after the date hereof the any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over the Lender any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects the a Lender or an Issuing Bank (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is applicable to the Commitment Commitments of the Lender Lenders and/or the Issuing Banks to make Fixed Rate LoansLoans or to Issue or create and/or participate in Letters of Credit or Acceptances; or (ii) imposes, modifies or holds applicable, any reserve (other than reserves taken into account in calculating any Fixed Rate), special deposit, Credit Agreement compulsory loan, FDIC insurance or similar requirement require ment against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made or other credit extended by, or any other acquisition of funds by, the a Lender or an Issuing Bank or any Applicable Lending Office or Fixed Rate Affiliate of the Lenderthat Lender or Issuing Bank; and the result of any of the foregoing is to increase the cost to the that Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitment Commitments or issuing or participating in the Letters of Credit or creating or participating in the Acceptances or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the LenderAdministrative Agent), the Borrower agrees Borrowers jointly and severally agree promptly to pay to the LenderAdministrative Agent for the account of such Lender or Issuing Bank, from time to time as specified by the Lendersuch Lender or Issuing Bank, such amount or amounts as may be necessary to compensate the such Lender or Issuing Bank or its Fixed Rate Affiliate for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a reasonably detailed summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Changes; Legal Restrictions. If after the date hereof the any Lender or Issuing Bank determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over the Lender any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (ia) subjects the does or will subject a Lender (or its Applicable Lending Office) an Issuing Bank to charges (other than Taxestaxes) of any kind which is such Lender or Issuing Bank reasonably determines to be applicable to the Commitment Revolving Credit Commitments of the Lenders and/or the Issuing Banks to issue and/or participate in Letters of Credit or change the basis of taxation of payments to that Lender or Issuing Bank of fees, interest, or any other amount payable hereunder with respect to make Fixed Rate LoansLetters of Credit; or (iib) imposesdoes or will impose, modifies modify, or holds applicablehold appli cable, in the determination of a Lender or an Issuing Bank, any reserve (other than reserves taken into account in calculating any Fixed Rate)reserve, special deposit, Credit Agreement compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, the a Lender or any Applicable Lending Office or Fixed Rate Affiliate of the Lenderan Issuing Bank; and the result of any of the foregoing is to increase the cost to the that Lender or Issuing Bank of making, renewing or maintaining its Revolving Credit Commitments with respect to, or issuing or participating in, the Loans or its Commitment Letters of Credit or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such Lender or Issuing Bank (with a copy of such demand to the LenderAgent), the Borrower agrees promptly to shall immediately pay to the LenderAgent for the account of such Lender or Issuing Bank, from time to time as specified by the Lendersuch Lender or Issuing Bank, such amount or amounts as may be necessary to compensate the such Lender or its Fixed Rate Affiliate Issuing Bank for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a reasonably detailed brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest error.

Changes; Legal Restrictions. If after the date hereof the any DIP Lender reasonably determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over the any DIP Lender or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (i) subjects the a DIP Lender (or its Applicable Lending Office) to charges (other than Taxes) of any kind which is applicable to the Commitment Commitments of such DIP Lender or changes the basis of 36 taxation of payments to that DIP Lender to make Fixed Rate Loansof principal, fees, interest, or any other amount payable hereunder; or (ii) imposes, modifies modifies, or holds applicable, any reserve (other than reserves taken into account in calculating any Fixed Rate), special deposit, Credit Agreement compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, commitments made made, or other credit extended by, or any other acquisition of funds by, the Lender or any Applicable Lending Office or Fixed Rate Affiliate of the a DIP Lender; and the result of any of the foregoing is to increase the cost to the that DIP Lender of making, renewing or maintaining the DIP Loans or its Commitment Commitments or to reduce any amount receivable thereunder; then, in any such case, upon written demand by such DIP Lender (with a copy of such demand to the LenderDIP Administrative Agent), the Borrower agrees promptly to Borrowers shall immediately pay to the DIP Administrative Agent for the account of such DIP Lender, from time to time as specified by the Lender, such DIP Lender such amount or amounts as may be necessary to compensate the such DIP Lender or its Fixed Rate Affiliate on an after-tax basis, for any such additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such compensation and include a reasonably detailed summary of the basis for such demand. Such statement shall be conclusive presumed correct and binding for all purposes, absent manifest error.