Common use of Changes; Legal Restrictions Clause in Contracts

Changes; Legal Restrictions. If any current or future applicable law, rule or regulation or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive of any such authority, central bank or comparable agency, whether or not having the force of law shall impose, modify or deem applicable any Reserve Requirements or any other reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System of the United States), special deposit, compulsory loan or similar requirements (other than any capital adequacy requirements) in connection with the Term Loans, or deposits or other liabilities with, of or for the account of the Term Loans, or credit extended by, or any acquisition of funds by or for the account of any office of such Lender or shall impose on such Lender any other condition affecting its obligations relating to its Term Loans; and the result of any of the foregoing would be in the reasonable judgment of such Lender to increase the cost to such Lender of its Term Loans, or reduce the amount of any sum receivable by such Lender under this Agreement, then, upon written demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as would compensate such Lender for such increased costs or reduction. A statement by such Lender setting forth in reasonable detail the basis for the calculation and determination of any such additional amount or amounts necessary to compensate such Lender shall be conclusive and binding upon Borrower, absent manifest error. Notwithstanding the foregoing, if such charges or restrictions are the result of funding or maintaining its Term Loans, such Lender will use its best efforts to minimize or avoid the effects of such results by designating a different lending office or transferring its Term Loans to any other office or Affiliates of such Lender if such designation or transfer would avoid the need for such charges or restrictions and would not, in the sole opinion of such Lender, be otherwise disadvantageous to such Lender.

Changes; Legal Restrictions. If any current or future applicable lawSubject to the provisions of Section 8.12, rule or regulation in the event that after the date hereof (i) the adoption of or any change therein in any law, treaty, rule, regulation, guideline or determination of a court or Governmental Authority or any change in the interpretation or administration application thereof by any a court or Governmental Authority, central bank Authority or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any the Lender with any request or directive of any such authority, central bank or comparable agency, (whether or not having the force of law shall imposelaw) from any central bank or other Governmental Authority: (A) does or will subject the Lender to any tax, modify duty or deem other charge of any kind which the Lender determines to be applicable any Reserve Requirements to the Operative Documents or the Loan or change the basis of taxation of payments to the Lender of principal, interest, invested amount, yield, fees or any other reserve amount payable hereunder, except for taxes imposed on or measured by the overall net income of the Lender; or (includingB) does or will impose, without limitationmodify, or hold applicable, in the determination of the Lender, any imposed by the Board of Governors of the Federal Reserve System of the United States)reserve, special deposit, liquidity ratio, compulsory loan loan, FDIC insurance or similar requirements (other than any capital adequacy requirements) in connection with the Term Loansrequirement against assets held by, or deposits or other liabilities with, of in or for the account of the Term Loansof, advances or loans by, commitments made, or other credit extended by, or any other acquisition of funds by or for by, the account of any office of such Lender or shall impose on such Lender any other condition affecting its obligations relating to its Term LoansLender; and the result of any of the foregoing would be in the reasonable judgment of such Lender is to increase the cost to such the Lender of its Term Loansmaking, renewing or maintaining the Loan or to reduce any amount receivable thereunder and the Lender gives the Lessee notice of any of the foregoing and the approximate amount of any sum receivable such cost increase within 120 days after the calendar year in which such increased costs were incurred by such Lender under this Agreementthe Lender, then, upon written demand by in any such Lendercase, Borrower the Lessee shall promptly pay to the Lender on an After-Tax Basis, within thirty (30) days after demand made in writing by the Lender to the Lessee, such Lender such additional amount or amounts (based upon an allocation thereof by the Lender to the financing transactions contemplated by the Operative Documents and affected by this Section) as would may be reasonably necessary to compensate such the Lender for such increased costs or reduction. A statement by such Lender setting forth in reasonable detail the basis for the calculation and determination of any such additional cost incurred or reduced amount or amounts necessary to compensate such received. The Lender shall deliver to the Lessee a written statement of the costs or reductions claimed and the basis therefor, and the allocation made by the Lender of such costs and reductions shall be conclusive and binding upon Borrowerconclusive, absent manifest demonstrable error. Notwithstanding the foregoing, if such charges or restrictions are the result of funding or maintaining its Term Loans, such Lender will use its best efforts to minimize or avoid the effects of such results by designating a different lending office or transferring its Term Loans to any other office or Affiliates of such Lender if such designation or transfer would avoid the need for such charges or restrictions and would not, in the sole opinion of such Lender, be otherwise disadvantageous to such Lender.

Changes; Legal Restrictions. If after the date hereof any current Lender determines that the adoption or future applicable law, rule or regulation implementation of or any change therein in or in the interpretation or administration thereof by of any Governmental Authority, law or regulation or any guideline or request from any central bank or comparable agency charged with the interpretation other Governmental Authority or administration thereofquasi- governmental authority exercising jurisdiction, power or control over any Lender, or compliance by any Lender with any request over banks or directive of any such authority, central bank or comparable agency, financial institutions generally (whether or not having the force of law shall imposelaw), modify compliance with which: (a) does or deem will subject a Lender (or its Applicable Lending Office or Eurodollar Affiliate) to charges (other than taxes) of any kind which such Lender reasonably determines to be applicable any Reserve Requirements to the Loan Commitments of the Lenders to make Eurodollar Rate Loans or change 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 (b) does or will impose, modify, or hold applicable, in the reasonable determination of a Lender, any reserve (including, without limitation, any imposed by other than reserves taken into account in calculating the Board of Governors of the Federal Reserve System of the United StatesEurodollar Rate), special deposit, compulsory loan loan, FDIC insurance or similar requirements (other than any capital adequacy requirements) in connection with the Term Loansrequirement against assets held by, or deposits or other liabilities with, of in or for the account of the Term Loansof, advances or loans by, commitments made, or other credit extended by, or any other acquisition of funds by or for the account of any office of such by, a Lender or shall impose on such Lender any other condition affecting its obligations relating to its Term LoansApplicable Lending Office or Eurodollar Affiliate of that Lender; and the result of any of the foregoing would be in the reasonable judgment of such Lender is to increase the cost to such that Lender of making, renewing or maintaining the Loans or its Term Loans, Loan Commitment or to reduce the any amount of any sum receivable by such Lender under this Agreement, thereunder; then, upon in any such case, within thirty (30) days after written demand by such LenderLender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender Lender, from time to time as specified by such additional Lender, such amount or amounts as would compensate such Lender for such increased costs or reduction. A statement by such Lender setting forth in reasonable detail the basis for the calculation and determination of any such additional amount or amounts may be necessary to compensate such Lender or its 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 brief summary of the basis for such demand. Such statement shall be conclusive and binding upon Borrowerfor all purposes, absent manifest error. Notwithstanding the foregoing, if such charges or restrictions are the result of funding or maintaining its Term Loans, such Lender will use its best efforts to minimize or avoid the effects of such results by designating a different lending office or transferring its Term Loans to any other office or Affiliates of such Lender if such designation or transfer would avoid the need for such charges or restrictions and would not, in the event of any such demand, at the Borrower's sole opinion election, the Borrower may identify an Eligible Assignee not making such a demand to whom the demanding Lender shall assign its interest in the Loans pursuant to the terms of such Lender, be otherwise disadvantageous to such Lender.an Assignment and Acceptance substantially in the form attached as Exhibit A.

Changes; Legal Restrictions. If any current or future applicable lawExcept as provided in Paragraphs 4(iii) and (iv) of this Note with respect to certain determinations on Interest Rate Determination Dates, rule or regulation in the event that after the date hereof (a) the adoption of or any change therein in any law, treaty, rule, regulation, guideline or determination of a court or Governmental Authority or any change in the interpretation or administration application thereof by any a court or Governmental Authority, central bank Authority or comparable agency charged with the interpretation or administration thereof, or (b) compliance by any the Lender with any request or directive of any such authority, central bank or comparable agency, (whether or not having the force of law shall and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-Governmental Authority: (a) does or may impose, modify modify, or deem applicable any Reserve Requirements or any other reserve (includinghold applicable, without limitationin the determination of the Lender, any imposed by the Board of Governors of the Federal Reserve System of the United States)reserve, special deposit, compulsory loan loan, FDIC insurance, capital allocation or similar requirements (other than any capital adequacy requirements) in connection with the Term Loansrequirement against assets held by, or deposits or other liabilities with, of in or for the account of the Term Loansadvances or loans by, commitments made, or other credit extended by, or any other acquisition of funds by by, the Lender or for the account of any applicable lending office of the Lender (except to the extent that such Lender or shall reserve requirements are reflected in the definition of “LIBO Rate”); or (b) does impose on such the Lender any other condition affecting its obligations relating to its Term Loansmaterially more burdensome in nature, extent or consequence than those in existence as of the Closing Date; and the result of any of the foregoing would be in the reasonable judgment of such Lender is to increase the cost to such the Lender of its Term Loansmaking, renewing or maintaining the Loan or to reduce any amount receivable thereunder, then, in any such case, the Borrower shall pay to the Lender, upon demand and delivery to the Borrower by the Lender of the statement described in the next sentence, such amount or amounts (based upon an allocation thereof by the Lender to the financing transactions contemplated by this Note and effected by this Paragraph 2(iv)) 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 therefor, and the allocation made by the Lender of such costs and reductions shall be final, conclusive, and binding upon the Borrower and the Lender, absent manifest error if made in good faith. If the Lender subsequently recovers any amount previously paid by the Borrower pursuant to this Paragraph 2(iv), the Lender shall, within thirty (30) days after receipt of such recovery and to the extent permitted by applicable law, pay to the Borrower the amount of any sum receivable by such Lender under this Agreement, then, upon written demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as would compensate such Lender for such increased costs or reduction. A statement by such Lender setting forth in reasonable detail the basis for the calculation and determination of any such additional amount or amounts necessary to compensate such Lender shall be conclusive and binding upon Borrower, absent manifest error. Notwithstanding the foregoing, if such charges or restrictions are the result of funding or maintaining its Term Loans, such Lender will use its best efforts to minimize or avoid the effects of such results by designating a different lending office or transferring its Term Loans to any other office or Affiliates of such Lender if such designation or transfer would avoid the need for such charges or restrictions and would not, in the sole opinion of such Lender, be otherwise disadvantageous to such Lenderrecovery.

Changes; Legal Restrictions. If after the date hereof any current Lender determines that the adoption or future applicable law, rule or regulation implementation of or any change therein in or in the interpretation or administration thereof by of any Governmental Authority, law or regulation or any guideline or request from any central bank or comparable agency charged with the interpretation other Governmental Authority or administration thereofquasi-governmental authority exercising jurisdiction, power or compliance by control over any Lender with any request or directive of any such authority, central bank over banks or comparable agency, financial institutions generally (whether or not having the force of law shall imposelaw), modify compliance with which, in each case after the date hereof: (i) subject to the provisions of Section 3.04 (which will be conclusive as to matters covered thereby), does or deem will subject a Lender (or its Applicable Lending Office or Fixed Rate Affiliate) to charges (other than Taxes) of any kind which such Lender reasonably determines to be applicable any Reserve Requirements to the Commitments of the Lenders to make Fixed Rate Loans or change the basis of taxation of payments to that Lender of principal, fees, interest, or any other amount payable hereunder with respect to Fixed Rate Loans; or (ii) does or will impose, modify, or hold applicable, in the determination of a Lender, any reserve (including, without limitation, any imposed by other than reserves taken into account in calculating the Board of Governors of the Federal Reserve System of the United StatesFixed Rate), special deposit, compulsory loan loan, FDIC insurance or similar requirements (other than any capital adequacy requirements) in connection with the Term Loansrequirement against assets held by, or deposits or other liabilities with, of in or for the account of the Term Loansof, advances or loans by, commitments made, or other credit extended by, or any other acquisition of funds by or for the account of any office of such by, a Lender or shall impose on such Lender any other condition affecting its obligations relating to its Term LoansApplicable Lending Office or Fixed Rate Affiliate of that Lender; and the result of any of the foregoing would be in the reasonable judgment of such Lender is to increase the cost to such that Lender of making, renewing or maintaining any Loans or its Term LoansCommitments or to reduce any amount receivable thereunder; then, or reduce the amount of in any sum receivable by such Lender under this Agreement, thencase, upon written demand by such Lender (with a copy of such demand to the Administrative Agent), Borrower agrees promptly to pay to the Administrative Agent for the account of such Lender, Borrower shall pay from time to time as specified by such Lender Lender, such additional amount or amounts as would compensate such Lender for such increased costs or reduction. A statement by such Lender setting forth in reasonable detail the basis for the calculation and determination of any such additional amount or amounts may be necessary to compensate such Lender or its Fixed Rate Affiliate for any such additional cost incurred or reduced amount received in connection with the Credit Facility; provided that Borrower shall not be required to compensate any Lender pursuant to this Section 4.01(f) for any increased costs or reductions incurred more than 180 days prior to the date such Lender notifies Borrower of the event giving rise to such increased cost or reduction and of such Lender’s intention to claim compensation therefor; provided further, however, that such 180-day limitation shall not apply to any cost or reduction that is applicable retroactively to periods prior to the effective date of the applicable event so long as the applicable Lender notifies Borrower of such event within 180 days of a responsible officer of the Administrative Agent receiving actual knowledge thereof. Such demand shall be accompanied by a statement as to the amount of such compensation. Such statement shall be conclusive and binding upon Borrowerfor all purposes, absent manifest error. Notwithstanding the foregoing, if such charges or restrictions are the result of funding or maintaining its Term Loans, such Lender will use its best efforts to minimize or avoid the effects of such results by designating a different lending office or transferring its Term Loans to any other office or Affiliates of such Lender if such designation or transfer would avoid the need for such charges or restrictions and would not, in the sole opinion of such Lender, be otherwise disadvantageous to such Lender.

Changes; Legal Restrictions. If any current after the date hereof the Holder determines that the adoption or future applicable law, rule or regulation implementation of or any change therein in or in the interpretation or administration thereof by of any Governmental Authority, law or regulation or any guideline or request from any central bank or comparable agency charged with other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over the interpretation Holder, a TFLLC B Lender or administration thereof, over banks or compliance by any Lender with any request or directive of any such authority, central bank or comparable agency, financial institutions generally (whether or not having the force of law shall imposelaw), modify compliance with which: (A) does or deem will subject the Holder, a TFLLC B Lender (or its Applicable Lending Office or LIBO Rate Affiliate) to charges (other than Taxes) of any kind which the Holder reasonably determines to be applicable any Reserve Requirements to the commitment of the Holder or a TFLLC B Lender to make LIBO Rate Portions or change the basis of taxation of payments to the Holder of principal, fees, interest, or any other amount payable hereunder with respect to LIBO Rate Portions; or (B) does or will impose, modify, or hold applicable, in the determination of the Holder, any reserve (including, without limitation, including the actual imposition of any imposed by the Board of Governors of the Federal LIBO Rate Reserve System of the United StatesRequirement), special deposit, compulsory loan loan, FDIC insurance or similar requirements (other than any capital adequacy requirements) in connection with the Term Loansrequirement against assets held by, or deposits or other liabilities with, of in or for the account of the Term Loansof, advances or loans by, commitments made, or other credit extended by, or any other acquisition of funds by by, the Holder, a TFLLC B Lender or for the account of any office Applicable Lending Office or LIBO Rate Affiliate of such Lender or shall impose on such Lender any other condition affecting its obligations relating to its Term LoansHolder; and the result of any of the foregoing would be in the reasonable judgment of such Lender is to increase the cost to the Holder of making, renewing or maintaining the Portions or to reduce any amount receivable thereunder; then, in any such Lender of its Term Loans, or reduce the amount of any sum receivable by such Lender under this Agreement, thencase, upon written demand by such Lenderthe Holder, Borrower the Issuer shall immediately pay to the Holder, from time to time as specified by the Holder, such Lender such additional amount or amounts as would may be necessary to compensate the Holder or its LIBO Rate Affiliate for any such Lender for additional cost incurred or reduced amount received. Such demand shall be accompanied by a statement as to the amount of such increased costs or reduction. A statement by such Lender setting forth in reasonable detail compensation and include a brief summary of the basis for the calculation and determination of any such additional amount or amounts necessary to compensate such Lender demand. Such statement shall be conclusive and binding upon Borrowerfor all purposes, absent manifest error. Notwithstanding If such increased costs are incurred as a result of the foregoingHolder's selection of a particular Applicable Lending Office, the Holder shall take reasonable efforts to make, fund and maintain its Portions through another Applicable Lending Office, if such charges or restrictions are the result of making, funding or maintaining its Term Loans, such Lender will use its best efforts to minimize or avoid the effects of such results by designating a different lending office or transferring its Term Loans to any Portions through such other office or Affiliates of such Lender if such designation or transfer would avoid the need for such charges or restrictions and would Holder does not, in the sole opinion judgment of the Holder, otherwise materially adversely affect the Holder or such Lender, be otherwise disadvantageous to such LenderPortions.

Changes; Legal Restrictions. If any current or future applicable lawSubject to the provisions of Section 8.12, rule or regulation in the event that after the date hereof (i) the adoption of or any change therein in any law, treaty, rule, regulation, guideline or determination of a court or Governmental Authority or any change in the interpretation or administration application thereof by any a court or Governmental Authority, central bank Authority or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any the Lender with any request or directive of any such authority, central bank or comparable agency, (whether or not having the force of law shall imposelaw) from any central bank or other Governmental Authority: (A) does or will subject the Lender to any tax, modify duty or deem other charge of any kind which the Lender determines to be applicable any Reserve Requirements to the Operative Documents or the Loans or change the basis of taxation of payments to the Lender of principal, interest, invested amount, yield, fees or any other reserve amount payable hereunder, except for taxes imposed on or measured by the overall net income of the Lender; or (includingB) does or will impose, without limitationmodify, or hold applicable, in the determination of the Lender, any imposed by the Board of Governors of the Federal Reserve System of the United States)reserve, special deposit, liquidity ratio, compulsory loan loan, FDIC insurance or similar requirements (other than any capital adequacy requirements) in connection with the Term Loansrequirement against assets held by, or deposits or other liabilities with, of in or for the account of the Term Loansof, advances or loans by, commitments made, or other credit extended by, or any other acquisition of funds by or for by, the account of any office of such Lender or shall impose on such Lender any other condition affecting its obligations relating to its Term LoansLender; and the result of any of the foregoing would be in the reasonable judgment of such Lender is to increase the cost to such the Lender of its Term Loansmaking, renewing or maintaining the Loans or to reduce any amount receivable thereunder and the Lender gives the Lessee notice of any of the foregoing and the approximate amount of any sum receivable such cost increase within 120 days after the calendar year in which such increased costs were incurred by such Lender under this Agreementthe Lender, then, upon written demand by in any such Lendercase, Borrower the Lessee shall promptly pay to the Lender on an After-Tax Basis, within thirty (30) days after demand made in writing by the Lender to the Lessee, such Lender such additional amount or amounts (based upon an allocation thereof by the Lender to the financing transactions contemplated by the Operative Documents and affected by this Section) as would may be reasonably necessary to compensate such the Lender for such increased costs or reduction. A statement by such Lender setting forth in reasonable detail the basis for the calculation and determination of any such additional cost incurred or reduced amount or amounts necessary to compensate such received. The Lender shall deliver to the Lessee a written statement of the costs or reductions claimed and the basis therefor, and the allocation made by the Lender of such costs and reductions shall be conclusive and binding upon Borrowerconclusive, absent manifest demonstrable error. Notwithstanding the foregoing, if such charges or restrictions are the result of funding or maintaining its Term Loans, such Lender will use its best efforts to minimize or avoid the effects of such results by designating a different lending office or transferring its Term Loans to any other office or Affiliates of such Lender if such designation or transfer would avoid the need for such charges or restrictions and would not, in the sole opinion of such Lender, be otherwise disadvantageous to such Lender.

Changes; Legal Restrictions. If after the date hereof any current Lender determines that the adoption or future applicable law, rule or regulation implementation of or any change therein in or in the interpretation or administration thereof by of any Governmental Authority, law or regulation or any guideline or request from any central bank or comparable agency charged with the interpretation other Governmental Authority or administration thereofquasi-governmental authority exercising jurisdiction, power or control over any Lender, or compliance by any Lender with any request over banks or directive of any such authority, central bank or comparable agency, financial institutions generally (whether or not having the force of law shall imposelaw), modify compliance with which: (a) does or deem will subject a Lender (or its Applicable Lending Office or Eurodollar Affiliate) to charges (other than taxes) of any kind which such Lender reasonably determines to be applicable any Reserve Requirements to the Commitments of the Lenders to make Eurodollar Rate Loans or change 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 (b) does or will impose, modify, or hold applicable, in the reasonable determination of a Lender, any reserve (including, without limitation, any imposed by other than reserves taken into account in calculating the Board of Governors of the Federal Reserve System of the United StatesEurodollar Rate), special deposit, compulsory loan loan, FDIC insurance or similar requirements (other than any capital adequacy requirements) in connection with the Term Loansrequirement against assets held by, or deposits or other liabilities with, of in or for the account of the Term Loansof, advances or loans by, commitments made, or other credit extended by, or any other acquisition of funds by or for the account of any office of such by, a Lender or shall impose on such Lender any other condition affecting its obligations relating to its Term LoansApplicable Lending Office or Eurodollar Affiliate of that Lender; and the result of any of the foregoing would be in the reasonable judgment of such Lender is to increase the cost to such that Lender of making, renewing or maintaining the Loans or its Term Loans, Commitment or to reduce the any amount of any sum receivable by such Lender under this Agreement, thereunder; then, upon in any such case, within thirty (30) days after written demand by such LenderLender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender Lender, from time to time as specified by such additional Lender, such amount or amounts as would compensate such Lender for such increased costs or reduction. A statement by such Lender setting forth in reasonable detail the basis for the calculation and determination of any such additional amount or amounts may be necessary to compensate such Lender or its 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 brief summary of the basis for such demand. Such statement shall be conclusive and binding upon Borrowerfor all purposes, absent manifest error. Notwithstanding the foregoing, if such charges or restrictions are the result of funding or maintaining its Term Loans, such Lender will use its best efforts to minimize or avoid the effects of such results by designating a different lending office or transferring its Term Loans to any other office or Affiliates of such Lender if such designation or transfer would avoid the need for such charges or restrictions and would not, in the event of any such demand, at Borrower's sole opinion election, Borrower may identify an Eligible Assignee not making such a demand to whom the demanding Lender shall assign its interest in the Loans pursuant to the terms of such Lender, be otherwise disadvantageous to such Lender.an Assignment and Acceptance substantially in the form attached as Exhibit A.

Changes; Legal Restrictions. If any current or future applicable law, rule or regulation or any change therein or in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive of any such authority, central bank or comparable agency, whether or not having the force of law shall impose, modify or deem applicable any Reserve Requirements or any other reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System of the United StatesStates (the "Federal Reserve Board")), special deposit, compulsory loan or similar requirements (other than any capital adequacy requirements) in connection with the Term LoansLoan, or deposits or other liabilities with, of or for the account of the Term Loansany Lender, or credit extended by, or any acquisition of funds by or for the account of any office of such any Lender or shall impose on such any Lender any other condition affecting its obligations relating to its Term Loansthe Loan; and the result of any of the foregoing would be in the reasonable judgment of such the affected Lender to increase the cost to such Lender of its Term Loansthe Loan, or reduce the amount of any sum receivable by such Lender under this Agreement, then, upon written demand by Agent on behalf of such Lender, Borrower shall pay to such Lender such additional amount or amounts as would compensate such Lender for such increased costs or reduction. A statement by such the applicable Lender setting forth in reasonable detail the basis for the calculation and determination of any such additional amount or amounts necessary to compensate such the Lender shall be conclusive and binding upon Borrower, absent manifest error. Notwithstanding the foregoing, if such charges or restrictions are the result of funding or maintaining its Term Loansthe Loan, such the affected Lender will use its best efforts to minimize or avoid the effects of such results by designating a different lending office or transferring its Term Loans the Loan to any other office or Affiliates affiliates of such Lender if such designation or transfer would avoid the need for such charges or restrictions and would not, in the sole opinion of such Lender, be otherwise disadvantageous to such Lender. If, as provided in this Section 1.14, Borrower shall pay an amount to compensate a Lender for increased costs or reduction attributable to any charge or restriction of the type described in the first sentence hereof, Borrower shall have the right to prepay in full the Loan without premium, penalty or charges, except for any breakfunding losses, if any, chargeable to Borrower under Section 1.13.

Changes; Legal Restrictions. If after the date hereof any current Lender determines that the adoption or future applicable law, rule or regulation implementation of or any change therein in or in the interpretation or administration thereof by of any Governmental Authority, law or regulation or any guideline or request from any central bank or comparable agency charged with the interpretation other Governmental Authority or administration thereofquasi-governmental authority exercising jurisdiction, power or control over any Lender, or compliance by any Lender with any request over banks or directive of any such authority, central bank or comparable agency, financial institutions generally (whether or not having the force of law shall imposelaw), modify compliance with which: (a) subjects a Lender (or deem its Applicable Lending Office or Eurodollar Affiliate) to charges (other than taxes) of any kind which such Lender reasonably determines to be applicable any Reserve Requirements to the Commitments of the Lenders to make Eurodollar Rate Loans or change the basis of taxation of payments to that Lender of principal, fees, interest, or any other reserve amount payable hereunder with respect to Eurodollar Rate Loans (includingother than taxes excluded in Section 13.1(a) hereof); or (b) imposes, without limitationmodifies, or holds applicable, in the determination of a Lender, any imposed by the Board of Governors of the Federal Reserve System of the United States)reserve, special deposit, compulsory loan loan, FDIC insurance or similar requirements (other than any capital adequacy requirements) in connection with the Term Loansrequirement against assets held by, or deposits or other liabilities with, of in or for the account of the Term Loansof, advances or loans by, commitments made, or other credit extended by, or any other acquisition of funds by or for the account of any office of such by, a Lender or shall impose on such any Applicable Lending Office or Eurodollar Affiliate of that Lender any other condition affecting its obligations relating to its Term in respect of Eurodollar Loans; and the result of any of the foregoing would be in the reasonable judgment of such Lender is to increase the cost to such that Lender of making, renewing or maintaining the Loans or its Term Loans, Commitment or to reduce the any amount of any sum receivable by such Lender under this Agreement, thereunder; then, upon in any such case, within ten (10) Business Days after written demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, Borrower shall pay from time to time as specified by such Lender Lender, such additional amount or amounts as would compensate such Lender for such increased costs or reduction. A statement by such Lender setting forth in reasonable detail the basis for the calculation and determination of any such additional amount or amounts may be necessary to compensate such Lender or its 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 brief summary of the basis for such demand. Such statement shall be conclusive and binding upon Borrowerfor all purposes, absent manifest error. Notwithstanding the foregoing, if such charges or restrictions are the result of funding or maintaining its Term Loans, such Lender will use its best efforts to minimize or avoid the effects of such results by designating a different lending office or transferring its Term Loans to any other office or Affiliates of such Lender if such designation or transfer would avoid the need for such charges or restrictions and would not, in the sole opinion of such Lender, be otherwise disadvantageous to such Lender.