Common use of Changes; Legal Restrictions Clause in Contracts

Changes; Legal Restrictions. Except as provided in Section 2.06(iv) hereof with respect to certain determinations on Eurodollar Interest Rate Determination Dates, in the event that after the date hereof (a) the adoption 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 application thereof by a court or Governmental Authority, or (b) compliance by the Lender with any request or directive from any central bank or other Governmental Authority or quasi-governmental authority: (1) subjects the Lender (or its applicable lending office or Eurodollar Affiliate) to any taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any kind which the Lender determines to be applicable to this Loan Agreement, the Revolving Credit Loans, or change in the basis of taxation of payments to the Lender of principal, fees, interest, or any other amount payable hereunder, except for net income or franchise taxes imposed by any jurisdiction (all such non-excepted taxes, duties and other charges being hereinafter referred to as "Taxes"); or (2) does or may impose, modify, or hold applicable, in the determination of a Lender, any reserve, special deposit, compulsory loan, FDIC insurance, capital allocation 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 Eurodollar Affiliate of the Lender (except, with respect to Prime Rate Loans to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Prime Rate" and, with respect to a Eurodollar Rate Loan, to the extent that the reserve requirements are reflected in the definition of "Eurodollar Rate"); or (3) does or is reasonably likely to impose on the Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date; and the result of any of the foregoing is to increase the cost to the Lender of making, renewing or maintaining the Revolving Credit Loans, then, in any such case, the Borrower shall promptly pay to the Lender, upon demand, such amount or amounts (based upon an allocation thereof by the Lender to the financing transactions contemplated by this Loan Agreement and effected by this Section 2.02 (vi) as may be necessary to compensate the Lender for any such additional cost incurred or reduced amount received. The Lender shall deliver to the Borrower a written statement of the costs or reductions claimed and the basis therefore, and the allocation made by the Lender of such costs and reductions shall be conclusive, absent manifest error. If the Lender subsequently recovers any amounts previously paid by the Borrower pursuant to this Section 2.02 (vi), the Lender shall, within thirty (30) days after receipt of such refund and to the extent permitted by applicable Law, pay to the Borrower the amount of any such recovery.

Changes; Legal Restrictions. Except as provided in Section 2.06(iv) hereof with respect to certain determinations on Eurodollar Interest Rate Determination Dates, in In the event that that, after the date hereof Closing Date, (aA) the adoption 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 application thereof by a court or Governmental Authority, or (bB) compliance by the Administrative Agent or any Lender with any request or directive made or issued after the Closing Date (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority: (1i) subjects the Administrative Agent or any Lender (or its applicable lending office or Eurodollar Affiliate) to any taxestax, levies, imposts, duties, charges, fees, deductions duty or withholdings other charge of any kind which with respect to the Lender determines to be applicable to Commitment, this Agreement or any of the other Loan AgreementDocuments, including the Revolving Credit LoansNotes or the Advances, or change in changes the basis of taxation of payments to the Administrative Agent or such Lender of principal, fees, interest, interest or any other amount payable hereunder, except for net income income, gross receipts, gross profits or franchise taxes imposed by any jurisdiction and not specifically based upon loan transactions (all such non-excepted taxes, duties and other charges being hereinafter referred to as "Lender Taxes"); or; (2ii) does imposes, modifies or may impose, modify, or hold holds applicable, in the determination of a Administrative Agent or any Lender, any reserve, special deposit, compulsory loan, FDIC insurance, capital allocation 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 Administrative Agent or such Lender or any applicable lending office or Eurodollar Affiliate of the Lender (except, with respect to Prime Rate Loans except to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Prime Base Rate" and, with respect to a Eurodollar Rate Loan, to or in determining the extent that the reserve requirements are reflected in the definition of "Eurodollar LIBOR Rate"); or (3iii) does imposes on Administrative Agent or is reasonably likely to impose on the any Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date; , and the result of any of the foregoing is to increase the cost to the Administrative Agent or any Lender of making, renewing renewing, maintaining or maintaining participating in the Revolving Credit Loans, then, Advances or to reduce any amount receivable thereunder; then in any such case, the Borrower shall promptly pay to the Administrative Agent or such Lender, upon as applicable, within seven (7) days after Borrower's receipt of written demand, such amount or amounts (based upon an a reasonable allocation thereof by the Lender to the financing transactions contemplated by this Loan Agreement and effected affected by this Section 2.02 (vi2.4(i)) as may be necessary to compensate the Administrative Agent or such Lender for any such additional cost incurred or reduced amount amounts received. The Administrative Agent or such Lender shall deliver to Borrower and in the Borrower case of a delivery by such Lender, such Lender shall also deliver to Administrative Agent, a written statement of the claimed additional costs incurred or reductions claimed reduced amounts received and the basis therefore, and the allocation made by the therefor as soon as reasonably practicable after such Lender of such costs and reductions shall be conclusive, absent manifest errorobtains knowledge thereof. If the Administrative Agent or any Lender subsequently recovers any amounts amount of Lender Taxes previously paid by the Borrower pursuant to this Section 2.02 (vi2.4(i), the Lender shallwhether before or after termination of this Agreement, within thirty (30) days after then, upon receipt of good funds with respect to such recovery, Administrative Agent or such Lender will refund and such amount to Borrower if no Event of Default or Unmatured Event of Default then exists or, if an Event of Default or Unmatured Event of Default then exists, such amount will be credited to the extent permitted Obligations in the manner determined by applicable Law, pay to the Borrower the amount of any Administrative Agent or such recoveryLender.

Changes; Legal Restrictions. Except as provided in Section 2.06(iv) hereof with respect to certain determinations on Eurodollar Interest Rate Determination Dates, in In the event that after the date hereof Closing Date (ai) the adoption 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 application thereof by a court or Governmental Authority, or (bii) compliance by the Agent or any Lender with any request or directive made or issued after the Closing Date (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority: (1A) subjects the Agent or any Lender (or its applicable lending office or Eurodollar Affiliate) to any taxestax, levies, imposts, duties, charges, fees, deductions duty or withholdings other charge of any kind which with respect to the Lender determines to be applicable to Commitments, this Agreement or any of the other Loan AgreementDocuments, including the Revolving Credit LoansNotes and the Deeds of Trust, or change in the Advances or changes the basis of taxation of payments to the Agent or such Lender of principal, fees, interest, interest or any other amount payable hereunder, except for net income income, gross receipts, gross profits or franchise taxes imposed by any jurisdiction and not specifically based upon loan transactions (all such non-excepted taxes, duties and other charges being hereinafter referred to as "Lender Taxes"); or; (2B) does imposes, modifies or may impose, modify, or hold holds applicable, in the determination of a Agent or any Lender, any reserve, special deposit, compulsory loan, FDIC insurance, capital allocation 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 Agent or such Lender or any applicable lending office or Eurodollar Affiliate of the Lender (except, with respect to Prime Rate Loans except to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Prime Base Rate" and, with respect to a Eurodollar Rate Loan, to or in determining the extent that the reserve requirements are reflected in the definition of "Eurodollar LIBOR Rate"); or (3C) does imposes on Agent or is reasonably likely to impose on the any Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date; , and the result of any of the foregoing is to increase the cost to the Agent or any Lender of making, renewing renewing, maintaining or maintaining participating in the Revolving Credit Loans, thenAdvances or to reduce any amount receivable thereunder; THEN, in any such case, the Borrower shall promptly pay to the Agent or such Lender, upon as applicable, within seven (7) days after Borrower's receipt of written demand, such amount or amounts (based upon an a reasonable allocation thereof by the Agent or such Lender to the financing transactions contemplated by this Loan Agreement and effected affected by this Section 2.02 (viSECTION 2.4(g)) as may be necessary to compensate the Agent or such Lender for any such additional cost incurred or reduced amount amounts received. The Agent or such Lender shall deliver to Borrower and in the Borrower case of a delivery by Lender, such Lender shall also deliver to Agent, a written statement of the claimed additional costs incurred or reductions claimed reduced amounts received and the basis therefore, and the allocation made by the therefor as soon as reasonably practicable after such Lender of such costs and reductions shall be conclusive, absent manifest errorobtains knowledge thereof. If the Agent or any Lender subsequently recovers any amounts amount of Lender Taxes previously paid by the Borrower pursuant to this Section 2.02 (viSECTION 2.4(g), the Lender shallwhether before or after termination of this Agreement, within thirty (30) days after then, upon receipt of good funds with respect to such recovery, Agent or such Lender will refund and such amount to Borrower if no Event of Default or Unmatured Event of Default then exists or, if an Event of Default or Unmatured Event of Default then exists, such amount will be credited to the extent permitted Obligations in the manner determined by applicable Law, pay to the Borrower the amount of any Agent or such recoveryLender.

Changes; Legal Restrictions. Except as provided in Section 2.06(iv) hereof with respect to certain determinations on Eurodollar Interest Rate Determination Dates, in In the event that that, after the date hereof Closing Date, (ai) the adoption 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 application thereof by a court or Governmental Authority, or (bii) compliance by the Administrative Agent or any Lender with any request or directive made or issued after the Closing Date (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority: (1A) subjects the Administrative Agent or any Lender (or its applicable lending office or Eurodollar Affiliate) to any taxestax, levies, imposts, duties, charges, fees, deductions duty or withholdings other charge of any kind which with respect to the Lender determines to be applicable to Commitment, this Agreement or any of the other Loan AgreementDocuments, including the Revolving Credit LoansNotes or the Advances, or change in changes the basis of taxation of payments to the Administrative Agent or such Lender of principal, fees, interest, interest or any other amount payable hereunder, except for net income income, gross receipts, gross profits or franchise taxes imposed by any jurisdiction and not specifically based upon loan transactions (all such non-excepted taxes, duties and other charges being hereinafter referred to as "Lender Taxes"); or; (2B) does imposes, modifies or may impose, modify, or hold holds applicable, in the determination of a Administrative Agent or any Lender, any reserve, special deposit, compulsory loan, FDIC insurance, capital allocation 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 Administrative Agent or such Lender or any applicable lending office or Eurodollar Affiliate of the Lender (except, with respect to Prime Rate Loans except to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Prime Base Rate" and, with respect to a Eurodollar Rate Loan, to or in determining the extent that the reserve requirements are reflected in the definition of "Eurodollar LIBOR Rate"); or (3C) does imposes on Administrative Agent or is reasonably likely to impose on the any Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date; and the result of any of the foregoing is to increase the cost to the Lender of making, renewing or maintaining the Revolving Credit Loans, then, in any such case, the Borrower shall promptly pay to the Lender, upon demand, such amount or amounts (based upon an allocation thereof by the Lender to the financing transactions contemplated by this Loan Agreement and effected by this Section 2.02 (vi) as may be necessary to compensate the Lender for any such additional cost incurred or reduced amount received. The Lender shall deliver to the Borrower a written statement of the costs or reductions claimed and the basis therefore, and the allocation made by the Lender of such costs and reductions shall be conclusive, absent manifest error. If the Lender subsequently recovers any amounts previously paid by the Borrower pursuant to this Section 2.02 (vi), the Lender shall, within thirty (30) days after receipt of such refund and to the extent permitted by applicable Law, pay to the Borrower the amount of any such recovery.,

Changes; Legal Restrictions. Except as provided in Section 2.06(iv2.08(iv) hereof with respect to certain determinations on Eurodollar Interest Rate Determination Dates, in 66 the event that after the date hereof (a) the adoption 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 application thereof by a court or Governmental Authority, Authority or (b) compliance by the any Lender with any request or directive (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental quasigovernmental authority: (1) subjects the Lender (or its applicable lending office or Eurodollar Affiliate) to any taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any kind which the Lender determines to be applicable to this Loan Agreement, the Revolving Credit Loans, or change in the basis of taxation of payments to the Lender of principal, fees, interest, or any other amount payable hereunder, except for net income or franchise taxes imposed by any jurisdiction (all such non-excepted taxes, duties and other charges being hereinafter referred to as "Taxes"); or (2) does or may impose, modify, or hold applicable, in the determination of a Lender, any reserve, special deposit, compulsory loan, FDIC insurance, CDIC insurance, capital allocation 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, of advances or loans by, commitments Commitments made, or other credit extended by, or any other acquisition of funds by, the a Lender or any applicable lending office or Eurodollar Affiliate of the such Lender (except, with respect to Prime Rate Loans Loans, to the extent that the reserve and FDIC insurance or CDIC insurance requirements or requirements of the Office of the Superintendent of Financial Institutions (Canada) are reflected in the definition of "Prime Rate" and, with respect to a Eurodollar Rate Loan, to the extent that the reserve requirements are reflected in the definition of "Eurodollar Rate"); or (32) does or is reasonably likely to impose on the such Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date; and the result of any of the foregoing is to increase the cost to the such Lender of making, renewing or maintaining the Loans, its Revolving Credit LoansCommitment, its Term Loan #1 Commitment and its Term Loan #2 Commitment (if any) to the Co-Borrowers or issuing for the account of any one or more of the Co-Borrowers any Letter of Credit or to reduce any amount receivable thereunder, then, in any such case, the Borrower Co-Borrowers shall promptly pay to the such Lender, upon within thirty (30) days following demand, and delivery to the Co-Borrowers and the Agent of the statement described in the next sentence, such amount or amounts (based upon an allocation thereof by the such Lender to the financing transactions contemplated by this Loan Agreement and effected by this Section 2.02 (vi2.04(vi)) as may be necessary to compensate the that Lender for any such additional cost incurred or reduced amount received. The Such Lender shall deliver to the Borrower Co-Borrowers a written statement of the costs or reductions claimed and the basis thereforetherefor, and the allocation made by the such Lender of such costs and reductions shall be conclusive, absent manifest errorerror if made in good faith. If the a Lender subsequently recovers any amounts amount previously paid by the Borrower Co-Borrowers pursuant to this Section 2.02 2.04 (vi), the such Lender shall, within thirty (30) days after receipt of such refund recovery and to the extent permitted by applicable Law, pay to the Borrower Co-Borrowers the amount of any such recovery.

Changes; Legal Restrictions. Except as provided in Section 2.06(iv2.07(d) hereof with respect to certain determinations on Eurodollar Interest Rate Determination Dates, in the event that after the date hereof (a) the adoption 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 application thereof by a court or Governmental Authority, or (b) compliance by the any Senior Lender or Issuing Bank with any request or directive (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority: : (1i) subjects the does or will subject a Senior Lender or Issuing Bank (or its applicable lending office or Eurodollar Affiliate) to any taxestax, levies, imposts, duties, charges, fees, deductions duty or withholdings other charge of any kind which the such Senior Lender or Issuing Bank reasonably determines to be applicable to this Loan Agreement, the Revolving Notes, the Commitments, the Loans or the Facility Letters of Credit Loans, or change in the basis of taxation of payments to the that Senior Lender or Issuing Bank of principal, fees, interest, or any other amount payable hereunder, except for taxes imposed on or measured by the overall net income of that Senior Lender or Issuing Bank or its applicable lending office or Eurodollar Affiliate or franchise taxes imposed by any the jurisdiction in which such Senior Lender's or Issuing Bank's principal executive office, applicable lending office or Eurodollar Affiliate is located (all such non-excepted taxes, duties and other charges being hereinafter referred to as "TaxesTAXES"); or or (2ii) does or may will impose, modify, or hold applicable, in the determination of a LenderSenior Lender or Issuing Bank, any reserve, special deposit, compulsory loan, FDIC insurance, capital allocation or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Facility Letters of Credit) in or for the account of, advances or loans by, commitments Commitments made, or other credit extended by, or any other acquisition of funds by, the a Senior Lender or any applicable lending office or Eurodollar Affiliate of the that Senior Lender or Issuing Bank (except, with respect to Prime Base Rate Loans Loans, to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Prime Base Rate" and, with respect to a Eurodollar Rate LoanLoans, to the extent that the reserve requirements are reflected in the definition of "Eurodollar Rate"); or (3) does or is reasonably likely to impose on the Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date; and the result of any of the foregoing is to increase the cost to the Lender of making, renewing or maintaining the Revolving Credit Loans, then, in any such case, the Borrower shall promptly pay to the Lender, upon demand, such amount or amounts (based upon an allocation thereof by the Lender to the financing transactions contemplated by this Loan Agreement and effected by this Section 2.02 (vi) as may be necessary to compensate the Lender for any such additional cost incurred or reduced amount received. The Lender shall deliver to the Borrower a written statement of the costs or reductions claimed and the basis therefore, and the allocation made by the Lender of such costs and reductions shall be conclusive, absent manifest error. If the Lender subsequently recovers any amounts previously paid by the Borrower pursuant to this Section 2.02 (vi), the Lender shall, within thirty (30) days after receipt of such refund and to the extent permitted by applicable Law, pay to the Borrower the amount of any such recovery.

Changes; Legal Restrictions. Except as provided in Section 2.06(iv) hereof with respect to certain determinations on Eurodollar Interest Rate Determination Dates, in In the event that that, after the date hereof Closing Date, (aA) the adoption 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 application thereof by a court or Governmental Authority, or (bB) compliance by the Administrative Agent or any Lender with any request or directive made or issued after the Closing Date (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority: (1i) subjects the Administrative Agent or any Lender (or its applicable lending office or Eurodollar Affiliate) to any taxestax, levies, imposts, duties, charges, fees, deductions duty or withholdings other charge of any kind which with respect to the Lender determines to be applicable to Commitment, this Agreement or any of the other Loan AgreementDocuments, including the Revolving Credit LoansNotes or the Advances, or change in changes the basis of taxation of payments to the Administrative Agent or such Lender of principal, fees, interest, interest or any other amount payable hereunder, except for net income income, gross receipts, gross profits or franchise taxes imposed by any jurisdiction and not specifically based upon loan transactions (all such non-excepted taxes, duties and other charges being hereinafter referred to as "“Lender Taxes"”); or; (2ii) does imposes, modifies or may impose, modify, or hold holds applicable, in the determination of a Administrative Agent or any Lender, any reserve, special deposit, compulsory loan, FDIC insurance, capital allocation 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 Administrative Agent or such Lender or any applicable lending office or Eurodollar Affiliate of the Lender (except, with respect to Prime Rate Loans except to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Prime “Base Rate" and, with respect to a Eurodollar Rate Loan, to ” or in determining the extent that the reserve requirements are reflected in the definition of "Eurodollar LIBOR Rate"); or; (3iii) does imposes on Administrative Agent or is reasonably likely to impose on the any Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date; or (iv) imposes, modifies or deems applicable any tax, reserve, special deposit, capital adequacy or similar requirement against or with respect to or measured by reference to Letters of Credit, then, upon demand by the Administrative Agent or such Lender, and the result of any of the foregoing is to increase the cost to the Administrative Agent or any Lender of making, renewing renewing, maintaining or participating in the Advances or to reduce any amount receivable thereunder (or the cost of issuing (or any Lender of purchasing participations in) or maintaining its obligation hereunder to issue (or purchase participations in) any Letter of Credit or reduce any amount receivable by the Revolving Credit Loans, then, Administrative Agent or any Lender hereunder in respect of any Letter of Credit); then in any such case, the Borrower shall promptly pay to the Administrative Agent or such Lender, upon as applicable, within seven (7) days after Borrower’s receipt of written demand, such amount or amounts (based upon an a reasonable allocation thereof by the Lender to this Agreement and directly related to the financing transactions contemplated by this Loan Agreement and effected by change in circumstances set forth in this Section 2.02 (vi2.4(i)) as may be necessary to compensate the Administrative Agent or such Lender for any such additional cost incurred or reduced amount amounts received. The Administrative Agent or such Lender shall deliver to Borrower and in the Borrower case of a delivery by such Lender, such Lender shall also deliver to Administrative Agent, a written statement of the claimed additional costs incurred or reductions claimed reduced amounts received and the basis therefore, and the allocation made by the therefor as soon as reasonably practicable after such Lender of such costs and reductions shall be conclusive, absent manifest errorobtains knowledge thereof. If the Administrative Agent or any Lender subsequently recovers any amounts amount of Lender Taxes previously paid by the Borrower pursuant to this Section 2.02 (vi2.4(i), the Lender shallwhether before or after termination of this Agreement, within thirty (30) days after then, upon receipt of good funds with respect to such recovery, Administrative Agent or such Lender will refund and such amount to Borrower if no Event of Default or Unmatured Event of Default then exists or, if an Event of Default or Unmatured Event of Default then exists, such amount will be credited to the extent permitted Obligations in the manner determined by applicable Law, pay to the Borrower the amount of any Administrative Agent or such recoveryLender.

Changes; Legal Restrictions. Except as provided in Section 2.06(iv) hereof with respect to certain determinations on Eurodollar Interest Rate Determination Dates, in In the event that that, after the date hereof Closing Date, (a) i the adoption 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 application thereof by a court or Governmental Authority, or (bii) compliance by the Administrative Agent or any Lender with any request or directive made or issued after the Closing Date (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority: : (1) A65535 subjects the Administrative Agent or any Lender (or its applicable lending office or Eurodollar Affiliate) to any taxestax, levies, imposts, duties, charges, fees, deductions duty or withholdings other charge of any kind which with respect to the Lender determines to be applicable to Commitment, this Agreement or any of the other Loan AgreementDocuments, including the Revolving Credit LoansNotes or the Advances, or change in changes the basis of taxation of payments to the Administrative Agent or such Lender of principal, fees, interest, interest or any other amount payable hereunder, except for net income income, gross receipts, gross profits or franchise taxes imposed by any jurisdiction and not specifically based upon loan transactions (all such non-excepted taxes, duties and other charges being hereinafter referred to as "Lender Taxes"); or (2) does B65535 imposes, modifies or may impose, modify, or hold holds applicable, in the determination of a Administrative Agent or any Lender, any reserve, special deposit, compulsory loan, FDIC insurance, capital allocation 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 Administrative Agent or such Lender or any applicable lending office or Eurodollar Affiliate of the Lender (except, with respect to Prime Rate Loans except to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Prime Base Rate" and, with respect to a Eurodollar Rate Loan, to or in determining the extent that the reserve requirements are reflected in the definition of "Eurodollar LIBOR Rate"); or or (3) does C65535 imposes on Administrative Agent or is reasonably likely to impose on the any Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date; , and the result of any of the foregoing is to increase the cost to the Administrative Agent or any Lender of making, renewing renewing, maintaining or maintaining participating in the Revolving Credit Loans, Advances or to reduce any amount receivable thereunder; then, in any such case, the Borrower shall promptly pay to the Administrative Agent or such Lender, upon as applicable, within seven (7) days after Borrower's receipt of written demand, such amount or amounts (based upon an a reasonable allocation thereof by the Administrative Agent or such Lender to the financing transactions contemplated by this Loan Agreement and effected affected by this Section 2.02 (vi2.4(i)) as may be necessary to compensate the Administrative Agent or such Lender for any such additional cost incurred or reduced amount amounts received. The Administrative Agent or such Lender shall deliver to Borrower and in the Borrower case of a delivery by such Lender, such Lender shall also deliver to Administrative Agent, a written statement of the claimed additional costs incurred or reductions claimed reduced amounts received and the basis therefore, and the allocation made by the therefor as soon as reasonably practicable after such Lender of such costs and reductions shall be conclusive, absent manifest errorobtains knowledge thereof. If the Administrative Agent or any Lender subsequently recovers any amounts amount of Lender Taxes previously paid by the Borrower pursuant to this Section 2.02 (vi2.4(i), the Lender shallwhether before or after termination of this Agreement, within thirty (30) days after then, upon receipt of good funds with respect to such recovery, Administrative Agent or such Lender will refund and such amount to Borrower if no Event of Default or Unmatured Event of Default then exists or, if an Event of Default or Unmatured Event of Default then exists, such amount will be credited to the extent permitted Obligations in the manner determined by applicable Law, pay to the Borrower the amount of any Administrative Agent or such recoveryLender.

Changes; Legal Restrictions. Except as provided in Section 2.06(iv2.08(d) hereof with respect to certain determinations on Eurodollar Interest Rate Determination Dates, in the event that after the date hereof (a) the adoption 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 application thereof by a court or Governmental Authority, or (b) compliance by the any Lender with any request or directive (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority: (1i) subjects the a Lender (or its applicable lending office or Eurodollar Affiliate) to any taxestax, levies, imposts, duties, charges, fees, deductions duty or withholdings other charge of any kind which the such Lender determines to be applicable to this Loan Agreement, the Revolving Credit Commitments, the Loans, the Letters of Credit or change in the basis of taxation of payments to the such Lender of principal, fees, interest, or any other amount payable hereunder, except for net income or franchise taxes imposed by any jurisdiction (all such non-excepted taxes, duties and other charges being hereinafter referred to as "Taxes"); or (2ii) does or may impose, modify, or hold applicable, in the determination of a Lender, any reserve, special deposit, compulsory loan, FDIC insurance, capital allocation 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 Commitments made, or other credit extended by, or any other acquisition of funds by, the a Lender or any applicable lending office or Eurodollar Affiliate of the such Lender (except, with respect to Prime Base Rate Loans Loans, to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Prime Base Rate" and, with respect to a Eurodollar Rate LoanLoans, to the extent that the reserve requirements are reflected in the definition of "Eurodollar Rate"); or (3iii) does or is reasonably likely to impose on the such Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Effective Date; and the result of any of the foregoing is to increase the cost to the such Lender of making, renewing or maintaining the Revolving Loans or its Commitment to any Borrowing Subsidiary or issuing to any Borrowing Subsidiary any Letter of Credit Loansor to reduce any amount receivable thereunder, then, in any such case, the Borrower such Borrowing Subsidiary shall promptly pay to the such Lender, upon demand, such amount or amounts (based upon an allocation thereof by the such Lender to the financing transactions contemplated by this Loan Agreement and effected affected by this Section 2.02 (vi2.04(f)) as may be necessary to compensate the that Lender for any such additional cost incurred or reduced amount received. The Such Lender shall deliver to the Borrower such Borrowing Subsidiary a written statement of the costs or reductions claimed and the basis thereforetherefor, and the allocation made by the such Lender of such costs and reductions shall be conclusive, absent manifest error. If the a Lender subsequently recovers any amounts amount of Taxes previously paid by the Borrower such Borrowing Subsidiary pursuant to this Section 2.02 (vi2.04(f), the such Lender shall, within thirty (30) days after receipt of such refund and to the extent permitted by applicable Lawlaw, pay to the Borrower such Borrowing Subsidiary the amount of any such recovery.

Changes; Legal Restrictions. Except as provided in Section 2.06(iv) hereof with respect to certain determinations on Eurodollar Interest Rate Determination Dates, in In the event that after the date hereof (a) the adoption 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 application thereof by a court or Governmental Authority, or (b) compliance by the any Lender with any request or directive (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority: (1) subjects the Lender (authority exercising jurisdiction, power or its applicable lending office control over banks or Eurodollar Affiliate) to any taxesfinancial institutions generally, levies, imposts, duties, charges, fees, deductions or withholdings of any kind which the Lender determines to be applicable to this Loan Agreement, the Revolving Credit Loans, or change in the basis of taxation of payments to the Lender of principal, fees, interest, or any other amount payable hereunder, except for net income or franchise taxes imposed by any jurisdiction (all such non-excepted taxes, duties and other charges being hereinafter referred to as "Taxes"); or (2) does or may impose, modify, or hold applicable, in the determination of a Lender, any reserve, special deposit, compulsory loan, FDIC insurance, capital allocation 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 Commitments made, or other credit extended by, or any other acquisition of funds by, the a Lender or any applicable lending office or Eurodollar Affiliate Applicable Lending Office of the such Lender (except, except (a) with respect to Prime Base Rate Loans Loans, so long as the Base Rate in effect at the time is determined under clause (a) in the definition of "Base Rate", (b) with respect to Base Rate Loans, to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Prime Base Rate" and, and (c) with respect to a Eurodollar Rate LoanLoans, to the extent that the reserve requirements are reflected in the definition of "Eurodollar Rate"); or (3) does or is reasonably likely to impose on the Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date; and the result of any of the foregoing is to increase the cost to the such Lender of making, renewing or maintaining the Revolving Loans or its Commitment to the Borrower or issuing to the Borrower any Letter of Credit Loans, or to reduce any amount receivable hereunder or thereunder; then, in any such case, the Borrower shall promptly upon written notice from and demand by that Lender pay to the such Lender, upon within 15 Business Days of the date specified in such notice and demand, such amount or amounts (based upon an a reasonable allocation thereof by the such Lender to the financing transactions contemplated by this Loan Agreement and effected affected by this Section 2.02 (vi2.03(f)) as may be necessary to compensate the that Lender for any such additional cost incurred or reduced amount received. The Such Lender shall deliver to the Borrower a written statement of the costs or reductions claimed and the basis thereforetherefor, and the allocation made by the such Lender of such costs and reductions shall reductions, which statement shall, in the absence of manifest error, be conclusive, absent manifest error. If the a Lender subsequently recovers from another Person any amounts amount previously paid by the Borrower pursuant to this Section 2.02 (vi2.03(f), the such Lender shall, within thirty (30) 30 days after receipt of such refund and to the extent permitted by applicable Lawlaw, pay to the Borrower Borrower, without interest, the amount of any such recovery.

Changes; Legal Restrictions. Except as provided in Section 2.06(ivSECTION 2.09(d) hereof with respect to certain determinations on Eurodollar Interest Rate Determination Dates, in the event that after the date hereof (a) the adoption 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 application thereof by a court or Governmental Authority, or (b) compliance by the any Senior Lender or Issuing Bank with any request or directive (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority: (1i) subjects the does or will subject a Senior Lender or Issuing Bank (or its applicable lending office or Eurodollar Affiliate) to any taxestax, levies, imposts, duties, charges, fees, deductions duty or withholdings other charge of any kind which the such Senior Lender or Issuing Bank reasonably determines to be applicable to this Loan Agreement, the Revolving Notes, the Commitments, the Loans or the Facility Letters of Credit Loans, or change in the basis of taxation of payments to the that Senior Lender or Issuing Bank of principal, fees, interest, or any other amount payable hereunder, except for taxes imposed on or measured by the overall net income of that Senior Lender or Issuing Bank or its applicable lending office or Eurodollar Affiliate or franchise taxes imposed by any the jurisdiction in which such Senior Lender's or Issuing Bank's principal executive office, applicable lending office or Eurodollar Affiliate is located (all such non-non- excepted taxes, duties and other charges being hereinafter referred to as "Taxes"); or (2ii) does or may will impose, modify, or hold applicable, in the determination of a LenderSenior Lender or Issuing Bank, any reserve, special deposit, compulsory loan, FDIC insurance, capital allocation or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Facility Letters of Credit) in or for the account of, advances or loans by, commitments Commitments made, or other credit extended by, or any other acquisition of funds by, the a Senior Lender or any applicable lending office or Eurodollar Affiliate of the that Senior Lender or Issuing Bank (except, with respect to Prime Base Rate Loans Loans, to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Prime Base Rate" and, with respect to a Eurodollar Rate LoanLoans, to the extent that the reserve requirements are reflected in the definition of "Eurodollar Rate"); or (3iii) does or is reasonably likely to will impose on the that Senior Lender or Issuing Bank any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Effective Date; and the result results of any of the foregoing is to increase the cost to the Senior Lender or Issuing Bank of making, renewing or maintaining the Revolving Loans or its Commitment or issuing or participating in the Facility Letters of Credit Loans, thenor to reduce any amount receivable thereunder; THEN, in any such case, the Borrower Southland shall promptly pay to the Lenderthat Senior Lender or Issuing Bank, upon demand, such amount or amounts (based upon an a reasonable allocation thereof by the such Senior Lender or Issuing Bank to the financing transactions contemplated by this Loan Agreement and effected affected by this Section 2.02 (viSECTION 2.05(f)) as may be necessary to compensate the that Senior Lender or Issuing Bank for any such additional cost incurred or reduced amount received. The Such Senior Lender or Issuing Bank shall deliver to the Borrower Southland a written statement of the costs or reductions claimed and the basis thereforetherefor, and the reasonable allocation made by the that Senior Lender or Issuing Bank of such costs and reductions shall be conclusive, absent manifest error. If the a Senior Lender or Issuing Bank subsequently recovers any amounts amount of Taxes previously paid by the Borrower Southland pursuant to this Section 2.02 (viSECTION 2.05(f), the such Senior Lender or Issuing Bank shall, within thirty (30) 30 days after receipt of such refund and to the extent permitted by applicable Lawlaw, pay to the Borrower Southland the amount of any such recovery.