Common use of Changes; Legal Restrictions Clause in Contracts

Changes; Legal Restrictions. In the event that, after the Closing Date, (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 (ii) compliance by 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: (A) subjects Administrative Agent or any Lender to any tax, duty or other charge of any kind with respect to the Loan, this Agreement or any of the other Loan Documents, including the Notes, or changes the basis of taxation of payments to Administrative Agent or such Lender of principal, fees, interest or any other amount payable hereunder, except for net 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"); (B) imposes, modifies or holds applicable, in the determination of 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, or other credit extended by, or any other acquisition of funds by, Administrative Agent or such Lender or any applicable lending office (except to the extent that the reserve and FDIC insurance requirements are reflected in the "Base Rate" or in determining the Fixed Rate); or (C) imposes on Administrative Agent or 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 Administrative Agent or any Lender of making, renewing, maintaining or participating in the Loan or to reduce any amount receivable thereunder; then in any such case, Borrower shall promptly pay to Administrative Agent or such Lender, as applicable, within seven (7) days after Borrower's receipt of written demand, such amount or amounts (based upon a reasonable allocation this Agreement and affected by this Section 2.4(g)) as may be necessary to compensate Administrative Agent or such Lender for any such additional cost incurred or reduced amounts received. Administrative Agent or such Lender shall deliver to Borrower and in the 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 reduced amounts received and the basis therefor as soon as reasonably practicable after such Lender obtains knowledge thereof. If Administrative Agent or any Lender subsequently recovers any amount of Lender Taxes previously 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 such recovery, Administrative Agent or such 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 Obligations in the manner determined by Administrative Agent or such Lender.

Changes; Legal Restrictions. In the event that, If after the Closing Date, (i) date hereof the Lender determines that the adoption or implementation of or any change in any law, treaty, rule, regulation, guideline or determination of a court or Governmental Authority or any change in the interpretation or application thereof by a court administration of any law or Governmental Authority, or (ii) compliance by Administrative Agent regulation or any Lender with any guideline or 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 authorityauthority exercising jurisdiction, power or control over the Lender or over banks or financial institutions generally (whether or not having the force of law), compliance with which, in each case after the date hereof: (Ai) subjects Administrative Agent the Lender (or any Lender its Applicable Lending Office) to any tax, duty or charges (other charge than Taxes) of any kind with respect which is applicable to the Loan, this Agreement or any Commitment of the other Loan Documents, including the Notes, or changes the basis of taxation of payments Lender to Administrative Agent or such Lender of principal, fees, interest or any other amount payable hereunder, except for net 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");make Fixed Rate Loans; or (Bii) imposes, modifies or holds applicable, any reserve (other than reserves taken into account in the determination of Administrative Agent or calculating any Lender, any reserveFixed Rate), special deposit, Credit Agreement compulsory loan, FDIC insurance, capital allocation insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, commitments made or other credit extended by, or any other acquisition of funds by, Administrative Agent or such the Lender or any applicable lending office (except to the extent that the reserve and FDIC insurance requirements are reflected in the "Base Rate" Applicable Lending Office or in determining the Fixed Rate); or (C) imposes on Administrative Agent or any Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as Rate Affiliate of the Closing Date, Lender; and the result of any of the foregoing is to increase the cost to Administrative Agent or any the Lender of making, renewing, renewing or maintaining the Loans or participating in the Loan its Commitment or to reduce any amount receivable thereunder; then then, in any such case, upon written demand by the Lender, the Borrower shall agrees promptly to pay to Administrative Agent or such the Lender, from time to time as applicable, within seven (7) days after Borrower's receipt of written demandspecified by the Lender, such amount or amounts (based upon a reasonable allocation this Agreement and affected by this Section 2.4(g)) as may be necessary to compensate Administrative Agent the Lender or such Lender its Fixed Rate Affiliate for any such additional cost incurred or reduced amounts amount received. Administrative Agent or Such demand shall be accompanied by a statement as to the amount of such Lender shall deliver to Borrower compensation and in the case of include a delivery by such Lender, such Lender shall also deliver to Administrative Agent, a written statement reasonably detailed summary of the claimed additional costs incurred or reduced amounts received basis for such demand. Such statement shall be conclusive and the basis therefor as soon as reasonably practicable after such Lender obtains knowledge thereof. If Administrative Agent or any Lender subsequently recovers any amount of Lender Taxes previously paid by Borrower pursuant to this Section 2.4(g)binding for all purposes, whether before or after termination of this Agreement, then, upon receipt of good funds with respect to such recovery, Administrative Agent or such 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 Obligations in the manner determined by Administrative Agent or such Lenderabsent manifest error.

Changes; Legal Restrictions. In the event that, that after the Closing Date, Date (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 (ii) compliance by 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: (Aa) subjects Administrative Agent or any Lender to any tax, duty or other charge of any kind with respect to the LoanFacility, this Agreement or any of the other Loan Documents, including Documents or the NotesLoans, or changes the basis of taxation of payments to Administrative Agent or such Lender of principal, fees, interest or any other amount payable hereunder, except for net 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 TaxesLENDER TAXES"); (Bb) imposes, modifies or holds applicable, in the determination of Administrative Agent or any Lender, any reserve, special deposit, compulsory loan, FDIC insurance, capital allocation or similar requirement (other than a requirement of the type described in SECTION 2.7) against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, Administrative Agent or such Lender or any applicable lending office (except to the extent that the reserve and FDIC insurance requirements are reflected in the "Base Rate" or in determining the Fixed Rate)office; or (Cc) imposes on Administrative Agent or any Lender any other condition (OTHER THAN ONE DESCRIBED IN SECTION 2.7) 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 Administrative Agent or any Lender of making, renewing, maintaining or participating in the Loan Loans or to reduce any amount receivable thereunder; then THEN, in any such case, Borrower shall promptly pay to Administrative Agent or such Lender, as applicable, within seven (7) days after Borrower's receipt of written upon demand, such amount or amounts (based upon a reasonable allocation thereof by Agent or such Lender to the financing transactions contemplated by this Agreement and affected by this Section 2.4(g)SECTION 2.4.7) as may be necessary to compensate Administrative Agent or such Lender for any such additional cost incurred or reduced amounts received; PROVIDED, HOWEVER, that if the payment of such compensation may not be legally made whether by modification of the applicable interest rate or otherwise, then all affected Loans shall become immediately due and payable by Borrower. Administrative Agent or such Lender shall deliver to Borrower and in the 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 reduced amounts received and the basis therefor as soon as reasonably practicable after such Lender obtains knowledge thereof. If Administrative Agent or any Lender subsequently recovers any amount of Lender Taxes previously paid by Borrower pursuant to this Section 2.4(g)SECTION 2.4.7, whether before or after termination of this Agreement, then, upon receipt of good funds with respect to such recovery, Administrative Agent or such 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 Obligations in the manner determined by Administrative Agent or such Lender.

Changes; Legal Restrictions. In Subject to the provisions of Section 8.12, in the event that, that after the Closing Date, date hereof (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, Authority or (ii) compliance by Administrative Agent or any the 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 unlawfullaw) from any central bank or other Governmental Authority or quasi-governmental authorityAuthority: (A) subjects Administrative Agent does or any will subject the Lender to any tax, duty or other charge of any kind with respect which the Lender determines to be applicable to the Loan, this Agreement Operative Documents or any of the other Loan Documents, including the Notes, or changes change the basis of taxation of payments to Administrative Agent or such the Lender of principal, feesinterest, interest invested amount, yield, fees or any other amount payable hereunder, except for net income, gross receipts, gross profits or franchise taxes imposed on or measured 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");the overall net income of the Lender; or (B) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of Administrative Agent or any the Lender, any reserve, special deposit, liquidity ratio, compulsory loan, FDIC insurance, capital allocation insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, commitments made, or other credit extended by, or any other acquisition of funds by, Administrative Agent or such Lender or any applicable lending office (except to the extent that the reserve and FDIC insurance requirements are reflected in the "Base Rate" or in determining the Fixed Rate)Lender; or (C) imposes on Administrative Agent or 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 Administrative Agent or any the Lender of making, renewing, renewing or maintaining or participating in the Loan or to reduce any amount receivable thereunder; then thereunder and the Lender gives the Lessee notice of any of the foregoing and the approximate amount of such cost increase within 120 days after the calendar year in which such increased costs were incurred by the Lender, then, in any such case, Borrower the Lessee shall promptly pay to Administrative Agent or such Lender, as applicablethe Lender on an After-Tax Basis, within seven thirty (730) days after Borrower's receipt of written demanddemand made in writing by the Lender to the Lessee, such amount or amounts (based upon a reasonable an allocation this Agreement thereof by the Lender to the financing transactions contemplated by the Operative Documents and affected by this Section 2.4(g)Section) as may be reasonably necessary to compensate Administrative Agent or such the Lender for any such additional cost incurred or reduced amounts amount received. Administrative Agent or such The Lender shall deliver to Borrower and in the case of a delivery by such Lender, such Lender shall also deliver to Administrative Agent, Lessee a written statement of the costs or reductions claimed additional costs incurred or reduced amounts received and the basis therefor as soon as reasonably practicable after therefor, and the allocation made by the Lender of such Lender obtains knowledge thereof. If Administrative Agent or any Lender subsequently recovers any amount of Lender Taxes previously paid by Borrower pursuant to this Section 2.4(g)costs and reductions shall be conclusive, whether before or after termination of this Agreement, then, upon receipt of good funds with respect to such recovery, Administrative Agent or such 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 Obligations in the manner determined by Administrative Agent or such Lenderabsent demonstrable error.

Changes; Legal Restrictions. In the event that, that after the Closing Date, Date (iA) 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 (iiB) compliance by Administrative Agent Agent, Swingline Lender, Issuing Lender 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: (Ai) subjects Administrative Agent Agent, Swingline Lender, Issuing Lender or any Lender to any tax, duty or other charge of any kind with respect to the LoanFacility, this Agreement or any of the other Loan Documents, including Documents or the Notes, Loans or the Letters of Credit or changes the basis of taxation of payments to Administrative Agent Agent, Swingline Lender, Issuing Lender or such Lender of principal, fees, interest or any other amount payable hereunder, except for net 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"); (Bii) imposes, modifies or holds applicable, in the determination of Administrative Agent Agent, Swingline Lender, Issuing Lender 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, or other credit extended by, or any other acquisition of funds by, Administrative Agent Agent, Swingline Lender, Issuing Lender or such Lender or any applicable lending office (except to the extent that the reserve and FDIC insurance requirements are reflected in the "Base Rate" or in determining the Fixed "LIBOR Rate"); or (Ciii) imposes on Administrative Agent Agent, Swingline Lender, Issuing Lender or 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 (X) increase the cost to Administrative Agent Agent, Swingline Lender, Issuing Lender or any Lender of making, renewing, maintaining or participating in the Loan Loans or issuing or participating in the Letters of Credit or to reduce any amount receivable thereunderhereunder or thereunder or (Y) to require Agent, Swingline Lender, Issuing Lender or any Lender or any applicable lending office to make any payment calculated by reference to the amount of the Loan held or interest received by it; then then, in any such case, Borrower shall promptly pay to Administrative Agent Agent, Swingline Lender, Issuing Lender or such Lender, as applicable, within seven (7) days after Borrower's receipt of written upon demand, such amount or amounts (based upon a reasonable allocation thereof by Agent, Swingline Lender, Issuing Lender or such Lender to the financing transactions contemplated by this Agreement and affected by this Section 2.4(g2.03(g)) as may be necessary to compensate Administrative Agent Agent, Swingline Lender, Issuing Lender or such Lender for any such additional cost incurred or incurred, reduced amounts receivedreceived or additional payments made to the extent Agent, Swingline Lender, Issuing Lender or such Lender generally imposes such additional costs, losses and payments on other borrowers in similar circumstances. Administrative Agent Agent, Swingline Lender, Issuing Lender or such Lender shall deliver to Borrower and in the case of a delivery by such a Lender, such Lender shall also deliver to Administrative Agent, a written statement in reasonable detail of the claimed additional costs incurred or incurred, reduced amounts received or additional payments made and the basis therefor as soon as reasonably practicable after such Lender obtains knowledge thereof. If Administrative Agent or any Lender subsequently recovers any amount of Lender Taxes previously 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 such recovery, Administrative Agent or such 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 Obligations in the manner determined by Administrative Agent or such Lender, as applicable, obtains knowledge thereof.

Changes; Legal Restrictions. In the event that, that after the Closing Date, Date (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 (ii) compliance by 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: (Aa) subjects Administrative Agent or any Lender to any tax, duty or other charge of any kind with respect to the LoanFacility, this Agreement or any of the other Loan Documents, including Documents or the NotesLoans, or changes the basis of taxation of payments to Administrative Agent or such Lender of principal, fees, interest or any other amount payable hereunder, except for net 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 TaxesLENDER TAXES"); (Bb) imposes, modifies or holds applicable, in the determination of Administrative Agent or any Lender, any reserve, special deposit, compulsory loan, FDIC insurance, capital allocation or similar requirement (other than a requirement of the type described in SECTION 2.7) against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, Administrative Agent or such Lender or any applicable lending office (except to the extent that the reserve and FDIC insurance requirements are reflected in the "Base Rate" or in determining the Fixed Rate)office; or (Cc) imposes on Administrative Agent or any Lender any other condition (OTHER THAN ONE DESCRIBED IN SECTION 2.7) 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 Administrative Agent or any Lender of making, renewing, maintaining or participating in the Loan Loans or to reduce any amount receivable thereunder; then THEN, in any such case, Borrower shall promptly pay to Administrative Agent or such Lender, as applicable, within seven (7) days after Borrower's receipt of written upon demand, such amount or amounts (based upon a reasonable allocation thereof by Agent or such Lender to the financing transactions contemplated by this Agreement and affected by this Section 2.4(g)SECTION 2.4.7) as may be necessary to compensate Administrative Agent or such Lender for any such additional cost incurred or reduced amounts received; PROVIDED, HOWEVER, that if the payment of such compensation may not be legally made whether by modification of the applicable interest rate or otherwise, then Lenders shall have no further obligation to make Loans that cause Agent or any Lender to incur such increased cost, and all affected Loans shall become immediately due and payable by Borrower. Administrative Agent or such Lender shall deliver to Borrower and in the 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 reduced amounts received and the basis therefor as soon as reasonably practicable after such Lender obtains knowledge thereof. If Administrative Agent or any Lender subsequently recovers any amount of Lender Taxes previously paid by Borrower pursuant to this Section 2.4(g)SECTION 2.4.7, whether before or after termination of this Agreement, then, upon receipt of good funds with respect to such recovery, Administrative Agent or such 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 Obligations in the manner determined by Administrative Agent or such Lender.

Changes; Legal Restrictions. In the event that, If after the Closing Date, (i) date hereof any Lender or Issuing Bank determines that the adoption or implementation of or any change in any law, treaty, rule, regulation, guideline or determination of a court or Governmental Authority or any change in the interpretation or application thereof by a court administration of any law or Governmental Authority, or (ii) compliance by Administrative Agent regulation or any Lender with any guideline or 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 authorityauthority exercising jurisdiction, power or control over any Lender, Issuing Bank or over banks or financial institutions generally (whether or not having the force of law), compliance with which: (Aa) subjects Administrative Agent does or any will subject a Lender or an Issuing Bank to any tax, duty or charges (other charge than taxes) of any kind with respect which such Lender or Issuing Bank reasonably determines to be applicable to the Loan, this Agreement or any Revolving Credit Commitments of the other Loan Documents, including Lenders and/or the Notes, Issuing Banks to issue and/or participate in Letters of Credit or changes change the basis of taxation of payments to Administrative Agent that Lender or such Lender Issuing Bank of principal, fees, interest interest, or any other amount payable hereunder, except for net 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 hereunder with respect to as "Lender Taxes");Letters of Credit; or (Bb) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of Administrative Agent a Lender or any Lenderan Issuing Bank, any reserve, special deposit, compulsory loan, FDIC insurance, capital allocation insurance or similar requirement against assets held by, or deposits or other liabilities (including those pertaining to Letters of Credit) in or for the account of, advances or loans by, commitments made, or other credit extended by, or any other acquisition of funds by, Administrative Agent or such a Lender or any applicable lending office (except to the extent that the reserve and FDIC insurance requirements are reflected in the "Base Rate" or in determining the Fixed Rate)an Issuing Bank; or (C) imposes on Administrative Agent or 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 Administrative Agent that Lender or any Lender Issuing Bank of making, renewingrenewing or maintaining its Revolving Credit Commitments with respect to, maintaining or issuing or participating in in, the Loan Letters of Credit or to reduce any amount receivable thereunder; then then, in any such case, Borrower upon written demand by such Lender or Issuing Bank (with a copy of such demand to the Agent), the Borrowers shall promptly immediately pay to Administrative the Agent for the account of such Lender or Issuing Bank, from time to time as specified by such Lender, as applicable, within seven (7) days after Borrower's receipt of written demandLender or Issuing Bank, such amount or amounts (based upon a reasonable allocation this Agreement and affected by this Section 2.4(g)) as may be necessary to compensate Administrative Agent or such Lender or Issuing Bank for any such additional cost incurred or reduced amounts amount received. Administrative Agent or Such demand shall be accompanied by a statement as to the amount of such Lender shall deliver to Borrower compensation and in the case of include a delivery by such Lender, such Lender shall also deliver to Administrative Agent, a written statement brief summary of the claimed additional costs incurred or reduced amounts received basis for such demand. Such statement shall be conclusive and the basis therefor as soon as reasonably practicable after such Lender obtains knowledge thereof. If Administrative Agent or any Lender subsequently recovers any amount of Lender Taxes previously paid by Borrower pursuant to this Section 2.4(g)binding for all purposes, whether before or after termination of this Agreement, then, upon receipt of good funds with respect to such recovery, Administrative Agent or such 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 Obligations in the manner determined by Administrative Agent or such Lenderabsent manifest error.

Changes; Legal Restrictions. In the event that, that after the Closing Date, Date (iA) 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 (iiB) compliance by 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: (Ai) subjects Administrative Agent or any Lender to any tax, duty or other charge of any kind with respect to the LoanFacility, this Agreement or any of the other Loan Documents, including the Notes, Documents or changes the basis of taxation of payments to Administrative Agent or such Lender of principal, fees, interest or any other amount payable hereunder, except for net 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")transactions; (Bii) imposes, modifies or holds applicable, in the determination of 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, or other credit extended by, or any other acquisition of funds by, Administrative Agent or such Lender or any applicable lending office (except to the extent that the reserve and FDIC insurance requirements are reflected in the "Base Rate" or in determining the Fixed Rate"LIBOR"); or (Ciii) imposes on Administrative Agent or 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 (X) increase the cost to Administrative Agent or any Lender of making, renewing, maintaining or participating in the Loan Loans or to reduce any amount receivable thereunderhereunder or thereunder or (Y) to require Lender or any applicable lending office to make any payment calculated by reference to the amount of the Loans; then then, in any such case, Borrower shall promptly pay to Administrative Agent or such Lender, as applicable, within seven (7) days after Borrower's receipt of written upon 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(g2.03(g)) as may be necessary to compensate Administrative Agent or such Lender for any such additional cost incurred or incurred, reduced amounts receivedreceived or additional payments made to the extent Lender generally imposes such additional costs, losses and payments on other borrowers of Lender in similar circumstances. Administrative Agent or such Lender shall deliver to Borrower and in the case of a delivery by such Lender, such Lender shall also deliver to Administrative Agent, a written statement in reasonable detail of the claimed additional costs incurred or incurred, reduced amounts received or additional payments made and the basis therefor as soon as reasonably practicable after such Lender obtains knowledge thereof. If Administrative Agent or any Lender subsequently recovers any amount of Lender Taxes previously 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 such recovery, Administrative Agent or such 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 Obligations in the manner determined by Administrative Agent or such Lender.

Changes; Legal Restrictions. In the event that, that after the Closing Date, Date (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 (ii) compliance by 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: (Aa) subjects Administrative Agent or any Lender to any tax, duty or other charge of any kind with respect to the LoanFacility, this Agreement or any of the other Loan Documents, including Documents or the NotesLoans, or changes the basis of taxation of payments to Administrative Agent or such Lender of principal, fees, interest or any other amount payable hereunder, except for net 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"); (Bb) imposes, modifies or holds applicable, in the determination of Administrative Agent or any Lender, any reserve, special deposit, compulsory loan, FDIC insurance, capital allocation or similar requirement (other than a requirement of the type described in Section 2.7) against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, Administrative Agent or such Lender or any applicable lending office (except to the extent that the reserve and FDIC insurance requirements are reflected in the "Base Rate" or in determining the Fixed Rate)office; or (Cc) imposes on Administrative Agent or any Lender any other condition (other than one described in Section 2.7) 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 Administrative Agent or any Lender of making, renewing, maintaining or participating in the Loan Loans or to reduce any amount receivable thereunder; then then, in any such case, Borrower shall promptly pay to Administrative Agent or such Lender, as applicable, within seven (7) days after Borrower's receipt of written upon demand, such amount or amounts (based upon a reasonable allocation thereof by Agent or such Lender to the financing transactions contemplated by this Agreement and affected by this Section 2.4(g)2.4.7) as may be necessary to compensate Administrative Agent or such Lender for any such additional cost incurred or reduced amounts received; provided, however, that if the payment of such compensation may not be legally made whether by modification of the applicable interest rate or otherwise, then Lenders shall have no further obligation to make Loans that cause Agent or any Lender to incur such increased cost, and all affected Loans shall become immediately due and payable by Borrower. Administrative Agent or such Lender shall deliver to Borrower and in the 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 reduced amounts received and the basis therefor as soon as reasonably practicable after such Lender obtains knowledge thereof. If Administrative Agent or any Lender subsequently recovers any amount of Lender Taxes previously paid by Borrower pursuant to this Section 2.4(g)2.4.7, whether before or after termination of this Agreement, then, upon receipt of good funds with respect to such recovery, Administrative Agent or such 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 Obligations in the manner determined by Administrative Agent or such Lender.

Changes; Legal Restrictions. In Except as provided in SECTION 2.09(d) with respect to certain determinations on Eurodollar Interest Rate Determination Dates, in the event that, that after the Closing Date, date hereof (ia) 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 (iib) compliance by Administrative Agent any Senior Lender or any Lender 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: (Ai) subjects Administrative Agent does or any 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 with respect which such Senior Lender or Issuing Bank reasonably determines to the Loanbe applicable to this Agreement, this Agreement or any of the other Loan Documents, including the Notes, the Commitments, the Loans or changes the Facility Letters of Credit or change the basis of taxation of payments to Administrative Agent that Senior Lender or such Lender 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, gross receipts, gross profits income of that Senior Lender or Issuing Bank or its applicable lending office or Eurodollar Affiliate or franchise taxes imposed by any the jurisdiction and not specifically based upon loan transactions 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 "Lender Taxes");; or (Bii) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of Administrative Agent a Senior Lender or any LenderIssuing 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, Administrative Agent or such a Senior Lender or any applicable lending office or Eurodollar Affiliate of that Senior Lender or Issuing Bank (except 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" or and, with respect to Eurodollar Rate Loans, to the extent that the reserve requirements are reflected in determining the Fixed definition of "Eurodollar Rate"); or (Ciii) imposes does or will impose on Administrative Agent that Senior Lender or any Lender 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 Administrative Agent the Senior Lender or any Lender Issuing Bank of making, renewing, renewing or maintaining the Loans or its Commitment or issuing or participating in the Loan Facility Letters of Credit or to reduce any amount receivable thereunder; then THEN, in any such case, Borrower Southland shall promptly pay to Administrative Agent that Senior Lender or such LenderIssuing Bank, as applicable, within seven (7) days after Borrower's receipt of written 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 2.4(gSECTION 2.05(f)) as may be necessary to compensate Administrative Agent that Senior Lender or such Lender Issuing Bank for any such additional cost incurred or reduced amounts amount received. Administrative Agent Such Senior Lender or such Lender Issuing Bank shall deliver to Borrower and in the case of a delivery by such Lender, such Lender shall also deliver to Administrative Agent, Southland a written statement of the costs or reductions claimed additional costs incurred or reduced amounts received and the basis therefor as soon as reasonably practicable after therefor, and the reasonable allocation made by that Senior Lender or Issuing Bank of such Lender obtains knowledge thereofcosts and reductions shall be conclusive, absent manifest error. If Administrative Agent a Senior Lender or any Lender Issuing Bank subsequently recovers any amount of Lender Taxes previously paid by Borrower Southland pursuant to this Section 2.4(gSECTION 2.05(f), whether before such Senior Lender or Issuing Bank shall, within 30 days after termination of this Agreement, then, upon receipt of good funds with respect such refund and to the extent permitted by applicable law, pay to Southland the amount of any such recovery, Administrative Agent or such 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 Obligations in the manner determined by Administrative Agent or such Lender.

Changes; Legal Restrictions. In Except as provided in Section 2.08(d) with respect to certain determinations on Eurodollar Interest Rate Determination Dates, in the event that, that after the Closing Date, date hereof (ia) 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 (iib) compliance by 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: (Ai) subjects Administrative Agent a Lender (or any Lender its applicable lending office or Eurodollar Affiliate) to any tax, duty or other charge of any kind with respect which such Lender determines to be applicable to this Agreement, the LoanCommitments, this Agreement the Loans, the Letters of Credit or any of the other Loan Documents, including the Notes, or changes change in the basis of taxation of payments to Administrative Agent or such Lender of principal, fees, interest interest, or any other amount payable hereunder, except for net income, gross receipts, gross profits income 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 (Bii) imposesdoes or may impose, modifies modify, or holds hold applicable, in the determination of Administrative Agent or any 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 made, or other credit extended by, or any other acquisition of funds by, Administrative Agent or such a Lender or any applicable lending office or Eurodollar Affiliate of such Lender (except 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" or and, with respect to Eurodollar Rate Loans, to the extent that the reserve requirements are reflected in determining the Fixed definition of "Eurodollar Rate"); or (Ciii) imposes does or is reasonably likely to impose on Administrative Agent or any 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 Administrative Agent or any such Lender of making, renewing, renewing or maintaining the Loans or participating in the Loan its Commitment to any Borrowing Subsidiary or issuing to any Borrowing Subsidiary any Letter of Credit or to reduce any amount receivable thereunder; then , then, in any such case, Borrower such Borrowing Subsidiary shall promptly pay to Administrative Agent or such Lender, as applicable, within seven (7) days after Borrower's receipt of written upon demand, such amount or amounts (based upon a reasonable an allocation thereof by such Lender to the financing transactions contemplated by this Agreement and affected by this Section 2.4(g2.04(f)) as may be necessary to compensate Administrative Agent or such that Lender for any such additional cost incurred or reduced amounts amount received. Administrative Agent or such Such Lender shall deliver to Borrower and in the case of a delivery by such Lender, such Lender shall also deliver to Administrative Agent, Borrowing Subsidiary a written statement of the costs or reductions claimed additional costs incurred or reduced amounts received and the basis therefor as soon as reasonably practicable after therefor, and the allocation made by such Lender obtains knowledge thereofof such costs and reductions shall be conclusive, absent manifest error. If Administrative Agent or any a Lender subsequently recovers any amount of Lender Taxes previously paid by Borrower such Borrowing Subsidiary pursuant to this Section 2.4(g2.04(f), whether before or such Lender shall, within thirty (30) days after termination of this Agreement, then, upon receipt of good funds with respect such refund and to the extent permitted by applicable law, pay to such Borrowing Subsidiary the amount of any such recovery, Administrative Agent or such 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 Obligations in the manner determined by Administrative Agent or such Lender.

Changes; Legal Restrictions. In the event that, that after the Closing Date, Date (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 (ii) compliance by 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: (Aa) subjects Administrative Agent or any Lender to any tax, duty or other charge of any kind with respect to the LoanFacility, this Agreement or any of the other Loan Documents, including Documents or the NotesLoans, or changes the basis of taxation of payments to Administrative Agent or such Lender of principal, fees, interest or any other amount payable hereunder, except for net 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"); (Bb) imposes, modifies or holds applicable, in the determination of Administrative Agent or any Lender, any reserve, special deposit, compulsory loan, FDIC insurance, capital allocation or similar requirement (other than a requirement of the type described in Section 2.7) against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, Administrative Agent or such Lender or any applicable lending office (except to the extent that the reserve and FDIC insurance requirements are reflected in the "Base Rate" or in determining the Fixed Rate)office; or (Cc) imposes on Administrative Agent or any Lender any other condition (other than one described in Section 2.7) 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 Administrative Agent or any Lender of making, renewing, maintaining or participating in the Loan Loans or to reduce any amount receivable thereunder; then then, in any such case, Borrower shall promptly pay to Administrative Agent or such Lender, as applicable, within seven (7) days after Borrower's receipt of written upon demand, such amount or amounts (based upon a reasonable allocation thereof by Agent or such Lender to the financing transactions contemplated by this Agreement and affected by this Section 2.4(g)2.4.7) as may be necessary to compensate Administrative Agent or such Lender for any such additional cost incurred or reduced amounts received; provided, however, that if the payment of such compensation may not be legally made whether by modification of the applicable interest rate or otherwise, then all affected Loans shall become immediately due and payable by Borrower. Administrative Agent or such Lender shall deliver to Borrower and in the 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 reduced amounts received and the basis therefor as soon as reasonably practicable after such Lender obtains knowledge thereof. If Administrative Agent or any Lender subsequently recovers any amount of Lender Taxes previously paid by Borrower pursuant to this Section 2.4(g)2.4.7, whether before or after termination of this Agreement, then, upon receipt of good funds with respect to such recovery, Administrative Agent or such 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 Obligations in the manner determined by Administrative Agent or such Lender.

Changes; Legal Restrictions. In Except as provided in Section 2.07(d) with respect to certain determinations on Eurodollar Interest Rate Determination Dates, in the event that, that after the Closing Date, date hereof (ia) 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 (iib) compliance by Administrative Agent any Senior Lender or any Lender 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: : (Ai) subjects Administrative Agent does or any 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 with respect which such Senior Lender or Issuing Bank reasonably determines to the Loanbe applicable to this Agreement, this Agreement or any of the other Loan Documents, including the Notes, the Commitments, the Loans or changes the Facility Letters of Credit or change the basis of taxation of payments to Administrative Agent that Senior Lender or such Lender 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, gross receipts, gross profits income of that Senior Lender or Issuing Bank or its applicable lending office or Eurodollar Affiliate or franchise taxes imposed by any the jurisdiction and not specifically based upon loan transactions 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 "Lender TaxesTAXES"); ; or (Bii) imposesdoes or will impose, modifies modify, or holds hold applicable, in the determination of Administrative Agent a Senior Lender or any LenderIssuing 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, Administrative Agent or such a Senior Lender or any applicable lending office or Eurodollar Affiliate of that Senior Lender or Issuing Bank (except 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" or and, with respect to Eurodollar Rate Loans, to the extent that the reserve requirements are reflected in determining the Fixed definition of "Eurodollar Rate"); or (C) imposes on Administrative Agent or 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 Administrative Agent or any Lender of making, renewing, maintaining or participating in the Loan or to reduce any amount receivable thereunder; then in any such case, Borrower shall promptly pay to Administrative Agent or such Lender, as applicable, within seven (7) days after Borrower's receipt of written demand, such amount or amounts (based upon a reasonable allocation this Agreement and affected by this Section 2.4(g)) as may be necessary to compensate Administrative Agent or such Lender for any such additional cost incurred or reduced amounts received. Administrative Agent or such Lender shall deliver to Borrower and in the 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 reduced amounts received and the basis therefor as soon as reasonably practicable after such Lender obtains knowledge thereof. If Administrative Agent or any Lender subsequently recovers any amount of Lender Taxes previously 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 such recovery, Administrative Agent or such 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 Obligations in the manner determined by Administrative Agent or such Lender.