Common use of Changes; Legal Restrictions Clause in Contracts

Changes; Legal Restrictions. Except as provided in SECTION 2.10(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 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) 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, capital adequacy or additional or similar capital 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, US Commitments made, Canadian Revolving Credit Commitments made, or other credit extended by, or any other acquisition of funds by, a Lender or any applicable lending office or Eurodollar Affiliate of such Lender (except, with respect to Base Rate 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 "Base 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 (2) does impose on 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 such Lender of making, renewing or maintaining the Loans, its Canadian Revolving Credit Commitment, its US Revolving Credit Commitment and/or its Acquisition/Term Loan Commitment, if any, to the Borrowers or issuing for the account of any one or more of the Borrowers any Letter of Credit or to reduce any amount receivable thereunder or directly or indirectly reduce the effective return to any such Lender or on the Lender's overall capital, then, in any such case, the Borrowers shall pay to such Lender, within thirty (30) days following demand, and delivery to the Borrowers and the Administrative Agent of the statement described in the next sentence, such amount or amounts (based upon an allocation thereof by such Lender to the financing transactions contemplated by this Loan Agreement and effected by this SECTION 2.05(vi)) as may be necessary to compensate that Lender for any such additional cost incurred or reduced amount received. Such Lender shall deliver to the Borrowers a written statement of the costs or reductions claimed and the basis therefor, and the allocation made by such Lender of such costs and reductions shall be conclusive, absent manifest error if made in good faith. If a Lender subsequently recovers any amount previously paid by the Borrowers pursuant to this SECTION 2.05(vi), such Lender shall, within thirty (30) days after receipt of such recovery and to the extent permitted by applicable Law, pay to the Borrowers the amount of any such recovery.

Changes; Legal Restrictions. Except as provided in SECTION 2.10(ivSection 2.08(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 Authority, or (b) compliance by 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 a Lender (or its applicable lending office or Eurodollar Affiliate) to any tax, duty or other charge of any kind which such Lender determines to be applicable to this Agreement, the Commitments, the Loans, the Letters of Credit or change in the basis of taxation of payments to 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 (ii) 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, capital adequacy or additional allocation or similar capital 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, US Commitments made, Canadian Revolving Credit Commitments made, or other credit extended by, or any other acquisition of funds by, a Lender or any applicable lending office or Eurodollar Affiliate of such Lender (except, with respect to Base Rate 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 "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 (2iii) does or is reasonably likely to impose on 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 such Lender of making, renewing or maintaining the Loans, Loans or its Canadian Revolving Credit Commitment, its US Revolving Credit Commitment and/or its Acquisition/Term Loan Commitment, if any, to the Borrowers any Borrowing Subsidiary or issuing for the account of to any one or more of the Borrowers Borrowing Subsidiary any Letter of Credit or to reduce any amount receivable thereunder or directly or indirectly reduce the effective return to any such Lender or on the Lender's overall capitalthereunder, then, in any such case, the Borrowers such Borrowing Subsidiary shall promptly pay to such Lender, within thirty (30) days following upon demand, and delivery to the Borrowers and the Administrative Agent of the statement described in the next sentence, such amount or amounts (based upon an allocation thereof by such Lender to the financing transactions contemplated by this Loan Agreement and effected affected by this SECTION 2.05(viSection 2.04(f)) as may be necessary to compensate that Lender for any such additional cost incurred or reduced amount received. Such Lender shall deliver to the Borrowers such Borrowing Subsidiary a written statement of the costs or reductions claimed and the basis therefor, and the allocation made by such Lender of such costs and reductions shall be conclusive, absent manifest error if made in good faitherror. If a Lender subsequently recovers any amount of Taxes previously paid by the Borrowers such Borrowing Subsidiary pursuant to this SECTION 2.05(viSection 2.04(f), such Lender shall, within thirty (30) days after receipt of such recovery refund and to the extent permitted by applicable Lawlaw, pay to the Borrowers such Borrowing Subsidiary the amount of any such recovery.

Changes; Legal Restrictions. Except as provided in SECTION 2.10(ivSection 2.08(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 or (b) compliance by 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) 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, capital adequacy or additional allocation or similar capital 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, US Commitments made, Canadian Revolving Credit Commitments made, or other credit extended by, or any other acquisition of funds by, a Lender or any applicable lending office or Eurodollar Affiliate of such Lender (except, with respect to Base Prime Rate 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 "Base 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 (2) does impose on 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 such Lender of making, renewing or maintaining the Loans, its Canadian Revolving Credit Commitment, its US Revolving Credit Commitment and/or its Acquisition/Term Loan Commitment, #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 or directly or indirectly reduce the effective return to any such Lender or on the Lender's overall capitalthereunder, then, in any such case, the Co-Borrowers shall pay to such Lender, within thirty (30) days following demand, and delivery to the Co-Borrowers and the Administrative Agent of the statement described in the next sentence, such amount or amounts (based upon an allocation thereof by such Lender to the financing transactions contemplated by this Loan Agreement and effected by this SECTION 2.05(viSection 2.04(vi)) as may be necessary to compensate that Lender for any such additional cost incurred or reduced amount received. Such Lender shall deliver to the Co-Borrowers a written statement of the costs or reductions claimed and the basis therefor, and the allocation made by such Lender of such costs and reductions shall be conclusive, absent manifest error if made in good faith. If a Lender subsequently recovers any amount previously paid by the Co-Borrowers pursuant to this SECTION 2.05(viSection 2.04 (vi), such Lender shall, within thirty (30) days after receipt of such recovery and to the extent permitted by applicable Law, pay to the Co-Borrowers the amount of any such recovery.

Changes; Legal Restrictions. Except as provided in SECTION 2.10(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 Authority, or (b) compliance by 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) authority exercising jurisdiction, power or control over banks or financial institutions generally, 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, capital adequacy or additional allocation or similar capital 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, US Commitments made, Canadian Revolving Credit Commitments made, or other credit extended by, or any other acquisition of funds by, a Lender or any applicable lending office or Eurodollar Affiliate Applicable Lending Office of such Lender (except (a) with respect to Base Rate 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 or CDIC insurance requirements or requirements of the Office of the Superintendent of Financial Institutions (Canada) are reflected in the definition of "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 (2) does impose on 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 such Lender of making, renewing or maintaining the Loans, Loans or its Canadian Revolving Credit Commitment, its US Revolving Credit Commitment and/or its Acquisition/Term Loan Commitment, if any, to the Borrowers Borrower or issuing for to the account of any one or more of the Borrowers Borrower any Letter of Credit or to reduce any amount receivable thereunder hereunder or directly or indirectly reduce the effective return to any such Lender or on the Lender's overall capital, thereunder; then, in any such case, the Borrowers Borrower shall upon ---- written notice from and demand by that Lender pay to such Lender, within thirty (30) days following demand, and delivery to the Borrowers and the Administrative Agent 15 Business Days of the statement described date specified in the next sentencesuch notice and demand, such amount or amounts (based upon an a reasonable allocation thereof by such Lender to the financing transactions contemplated by this Loan Agreement and effected by this SECTION 2.05(vi)) as may be necessary to compensate that Lender for any such additional cost incurred or reduced amount received. Such Lender shall deliver to the Borrowers a written statement of the costs or reductions claimed and the basis therefor, and the allocation made by such Lender of such costs and reductions shall be conclusive, absent manifest error if made in good faith. If a Lender subsequently recovers any amount previously paid by the Borrowers pursuant to this SECTION 2.05(vi), such Lender shall, within thirty (30) days after receipt of such recovery and to the extent permitted by applicable Law, pay to the Borrowers the amount of any such recovery.transactions