Common use of Changes; Legal Restrictions Clause in Contracts

Changes; Legal Restrictions. Except as provided in Section 2.07(d) 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 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: (i) does or will subject a Senior Lender or Issuing Bank (or its applicable lending office or Eurodollar Affiliate) to any tax, duty or other charge of any kind which such Senior Lender or Issuing Bank reasonably determines to be applicable to this Agreement, the Notes, the Commitments, the Loans or the Facility Letters of Credit or change the basis of taxation of payments to 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 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 "TAXES"); or (ii) does or will impose, modify, or hold applicable, in the determination of a Senior 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 made, or other credit extended by, or any other acquisition of funds by, a Senior Lender or any applicable lending office or Eurodollar Affiliate of that Senior Lender or Issuing Bank (except, with respect to Base Rate Loans, to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Base Rate" and, with respect to Eurodollar Rate Loans, to the extent that the reserve requirements are reflected in the definition of "Eurodollar Rate"); or

Changes; Legal Restrictions. Except as provided in Section 2.07(d2.06(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 any Senior the 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: : (i1) does or will subject a Senior subjects the Lender or Issuing Bank (or its applicable lending office or Eurodollar Affiliate) to any taxtaxes, duty levies, imposts, duties, charges, fees, deductions or other charge withholdings of any kind which such Senior the Lender or Issuing Bank reasonably determines to be applicable to this Loan Agreement, the NotesRevolving Credit Loans, the Commitments, the Loans or the Facility Letters of Credit or change in the basis of taxation of payments to that Senior the 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 the any 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 (ii2) does or will may impose, modify, or hold applicable, in the determination of a Senior Lender or Issuing BankLender, 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, a Senior the Lender or any applicable lending office or Eurodollar Affiliate of that Senior the Lender or Issuing Bank (except, with respect to Base Prime Rate Loans, Loans to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Base Prime Rate" and, with respect to a Eurodollar Rate LoansLoan, 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 2.07(dSECTION 2.09(d) 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 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: : (i) does or will subject a Senior Lender or Issuing Bank (or its applicable lending office or Eurodollar Affiliate) to any tax, duty or other charge of any kind which such Senior Lender or Issuing Bank reasonably determines to be applicable to this Agreement, the Notes, the Commitments, the Loans or the Facility Letters of Credit or change the basis of taxation of payments to 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 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 "TAXESTaxes"); or or (ii) does or will impose, modify, or hold applicable, in the determination of a Senior 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 made, or other credit extended by, or any other acquisition of funds by, a Senior Lender or any applicable lending office or Eurodollar Affiliate of that Senior Lender or Issuing Bank (except, with respect to Base Rate Loans, to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Base Rate" and, with respect to Eurodollar Rate Loans, to the extent that the reserve requirements are reflected in the definition of "Eurodollar Rate"); or (iii) does or will impose on that Senior Lender or Issuing Bank any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Effective Date; and the results of any of the foregoing is to increase the cost to the Senior Lender or Issuing Bank of making, renewing or maintaining the Loans or its Commitment or issuing or participating in the Facility Letters of Credit or to reduce any amount receivable thereunder; THEN, in any such case, Southland shall promptly pay to that Senior Lender or Issuing Bank, upon demand, such amount or amounts (based upon a reasonable allocation thereof by such Senior Lender or Issuing Bank to the financing transactions contemplated by this Agreement and affected by this SECTION 2.05(f)) as may be necessary to compensate that Senior Lender or Issuing Bank for any such additional cost incurred or reduced amount received. Such Senior Lender or Issuing Bank shall deliver to Southland a written statement of the costs or reductions claimed and the basis therefor, and the reasonable allocation made by that Senior Lender or Issuing Bank of such costs and reductions shall be conclusive, absent manifest error. If a Senior Lender or Issuing Bank subsequently recovers any amount of Taxes previously paid by Southland pursuant to this SECTION 2.05(f), such Senior Lender or Issuing Bank shall, within 30 days after receipt of such refund and to the extent permitted by applicable law, pay to Southland the amount of any such recovery.

Changes; Legal Restrictions. Except as provided in Section 2.07(d) 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 any Senior Lender or Issuing Bank 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: (iA) does or will subject a Senior subjects Lender or Issuing Bank (or its applicable lending office or Eurodollar Affiliate) to any tax, duty or other charge of any kind which such Senior Lender with respect to the Commitment, this Agreement or Issuing Bank reasonably determines to be applicable to this Agreementany of the other Loan Documents, including the NotesNote, the Commitments, the Loans or the Facility Letters of Credit Advances or change changes the basis of taxation of payments to that Senior Lender or Issuing Bank of principal, fees, interest, 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 income, gross receipts, gross profits or franchise taxes imposed by the any jurisdiction in which such Senior Lender's or Issuing Bank's principal executive office, applicable lending office or Eurodollar Affiliate is located and not specifically based upon loan transactions (all such non-excepted taxes, duties and other charges being hereinafter referred to as "TAXESLender Taxes"); (B) imposes, modifies or (ii) does or will impose, modify, or hold holds applicable, in the determination of a Senior Lender or Issuing BankLender, 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 made, or other credit extended by, or any other acquisition of funds by, a Senior Lender or any applicable lending office or Eurodollar Affiliate of that Senior Lender or Issuing Bank (except, with respect to Base Rate Loans, except to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Base Rate" andor in determining the LIBOR Rate); or (C) imposes on 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 Lender of making, renewing, maintaining or participating in the Advances or to reduce any amount receivable thereunder; then, in any such case, Borrower shall promptly pay to Lender, within seven (7) days after Borrower's receipt of written demand, such amount or amounts (based upon a reasonable allocation thereof by Lender to the financing transactions contemplated by this Agreement and affected by this Section 2.4(g)) as may be necessary to compensate Lender for any such additional cost incurred or reduced amounts received. Lender shall deliver to Borrower a written statement of the claimed additional costs incurred or reduced amounts received and the basis therefor as soon as reasonably practicable after Lender obtains knowledge thereof. If Lender subsequently recxxxxx any amount of Lender Taxes previxxxxx paid by Borrower pursuant to this Section 2.4(g), whether before or after termination of this Agreement, then, upon receipt of good funds with respect to Eurodollar Rate Loanssuch recovery, Lender will refund 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 that the reserve requirements are reflected Obligations in the definition of "Eurodollar Rate"); ormanner determined by Lender.