Common use of Changes; Legal Restrictions Clause in Contracts

Changes; Legal Restrictions. If after the date hereof any Lender determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, or over banks or financial institutions generally (whether or not having the force of law), compliance with which: (a) subjects 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 to the Term 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 (other than taxes covered by Section 13.1(a) hereof and taxes excluded in Section 13.1(a) hereof); or (b) imposes, modifies, or holds applicable, in the determination of a Lender, any reserve, special deposit, compulsory loan, FDIC 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, a Lender or any Applicable Lending Office or Eurodollar Affiliate of that Lender in respect of Eurodollar Loans; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining the Loans or its Term Loan Commitment; then, 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, from time to time as specified by such Lender, such amount or amounts as 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 for all purposes, absent manifest error.

Changes; Legal Restrictions. If after the date hereof any Lender determines that the adoption current or implementation of future applicable law, rule or regulation or any change in therein or in the interpretation or administration of thereof by any law or regulation or any guideline or request from any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or quasi-governmental authority exercising jurisdiction, power or control over any Lenderadministration thereof, or over banks compliance by any Lender with any request or financial institutions generally (directive of any such authority, central bank or comparable agency, whether or not having the force of law)law shall impose, compliance with which: (a) subjects a Lender (modify or its Applicable Lending Office or Eurodollar Affiliate) to charges (other than taxes) of deem applicable any kind which such Lender reasonably determines to be applicable to the Term 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, Reserve Requirements or any other amount payable hereunder with respect to Eurodollar Rate Loans reserve (other than taxes covered by Section 13.1(a) hereof and taxes excluded in Section 13.1(a) hereof); or (b) imposesincluding, modifies, or holds applicable, in the determination of a Lenderwithout limitation, any reserveimposed by the Board of Governors of the Federal Reserve System of the United States), special deposit, compulsory loan, FDIC insurance loan or similar requirement against assets held byrequirements (other than any capital adequacy requirements) in connection with the Term Loans, or deposits or other liabilities in with, of or for the account of, advances or loans by, commitments madeof the Term Loans, or other credit extended by, or any other acquisition of funds by, a by or for the account of any office of such Lender or shall impose on such Lender any Applicable Lending Office or Eurodollar Affiliate of that Lender in respect of Eurodollar other condition affecting its obligations relating to its Term Loans; and the result of any of the foregoing is would be in the reasonable judgment of such Lender to increase the cost to that such Lender of making, renewing or maintaining the Loans or its Term Loan Commitment; Loans, or reduce the amount of any sum receivable by such Lender under this Agreement, then, in any such case, within ten (10) Business Days after upon written demand by such Lender (with a copy of such demand to the Administrative Agent)Lender, the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by Lender such Lender, such additional amount or amounts as may be 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 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 for all purposesupon 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 after the date hereof any Lender determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, or over banks or financial institutions generally (whether or not having the force of law), compliance with which: (a) subjects does or 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 to the Term 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 (other than taxes covered by Section 13.1(a) hereof and taxes excluded in Section 13.1(a) hereof)Loans; or (b) imposesdoes or will impose, modifiesmodify, or holds hold applicable, in the reasonable determination of a Lender, any reservereserve (other than reserves taken into account in calculating the Eurodollar Rate), special deposit, compulsory loan, FDIC 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, a Lender or any Applicable Lending Office or Eurodollar Affiliate of that Lender in respect of Eurodollar LoansLender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining the Loans or its Term Loan CommitmentCommitment or to reduce any amount receivable thereunder; then, in any such case, within ten thirty (1030) Business Days 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, from time to time as specified by such Lender, such amount or amounts as 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 for all purposes, absent manifest error.. Notwithstanding the foregoing, in the event of any such demand, at Borrower's sole 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 an Assignment and Acceptance substantially in the form attached as Exhibit A.

Changes; Legal Restrictions. If after the date hereof any Lender determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, or over banks or financial institutions generally (whether or not having the force of law), compliance with which: (a) subjects does or 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 to the Term 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 (other than taxes covered by Section 13.1(a) hereof and taxes excluded in Section 13.1(a) hereof)Loans; or (b) imposesdoes or will impose, modifiesmodify, or holds hold applicable, in the determination of a Lender, any reservereserve (other than reserves taken into account in calculating the Eurodollar Rate), special deposit, compulsory loan, FDIC 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 105 funds by, a Lender or any Applicable Lending Office or Eurodollar Affiliate of that Lender in respect of Eurodollar LoansLender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining the Loans or its Term Loan CommitmentCommitment or to reduce any amount receivable thereunder; then, in any such case, within ten (10) Business Days after upon 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, from time to time as specified by such Lender, such amount or amounts as 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 for all purposes, absent manifest error.

Changes; Legal Restrictions. If after the date hereof any Lender determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-quasi- governmental authority exercising jurisdiction, power or control over any Lender, or over banks or financial institutions generally (whether or not having the force of law), compliance with which: (a) subjects does or 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 to the Term 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 (other than taxes covered by Section 13.1(a) hereof and taxes excluded in Section 13.1(a) hereof)Loans; or (b) imposesdoes or will impose, modifiesmodify, or holds hold applicable, in the reasonable determination of a Lender, any reservereserve (other than reserves taken into account in calculating the Eurodollar Rate), special deposit, compulsory loan, FDIC 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, a Lender or any Applicable Lending Office or Eurodollar Affiliate of that Lender in respect of Eurodollar LoansLender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining the Loans or its Term Loan CommitmentCommitment or to reduce any amount receivable thereunder; then, in any such case, within ten thirty (1030) Business Days 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, from time to time as specified by such Lender, such amount or amounts as 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 for all purposes, absent manifest error.. Notwithstanding the foregoing, in the event of any such demand, at the Borrower's sole 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 an Assignment and Acceptance substantially in the form attached as Exhibit A.

Changes; Legal Restrictions. If after the date hereof any Lender the Holder determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lenderthe Holder, a TFLLC B Lender or over banks or financial institutions generally (whether or not having the force of law), compliance with which: (aA) subjects does or will subject the Holder, a TFLLC B Lender (or its Applicable Lending Office or Eurodollar LIBO Rate Affiliate) to charges (other than taxesTaxes) of any kind which such Lender the Holder reasonably determines to be applicable to the Term Loan Commitments commitment of the Lenders Holder or a TFLLC B Lender to make Eurodollar LIBO Rate Loans Portions or change the basis of taxation of payments to that Lender the Holder of principal, fees, interest, or any other amount payable hereunder with respect to Eurodollar LIBO Rate Loans (other than taxes covered by Section 13.1(a) hereof and taxes excluded in Section 13.1(a) hereof)Portions; or (bB) imposesdoes or will impose, modifiesmodify, or holds hold applicable, in the determination of a Lenderthe Holder, any reservereserve (including the actual imposition of any LIBO Rate Reserve Requirement), special deposit, compulsory loan, FDIC 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, the Holder, a TFLLC B Lender or any Applicable Lending Office or Eurodollar LIBO Rate Affiliate of that Lender in respect of Eurodollar Loanssuch Holder; and the result of any of the foregoing is to increase the cost to that Lender the Holder of making, renewing or maintaining the Loans Portions or its Term Loan Commitmentto reduce any amount receivable thereunder; then, in any such case, within ten (10) Business Days after upon written demand by such Lender (with a copy of such demand to the Administrative Agent)Holder, the Borrower Issuer shall immediately pay to the Administrative Agent for the account of such LenderHolder, from time to time as specified by such Lenderthe Holder, such amount or amounts as may be necessary to compensate such Lender the Holder or its Eurodollar LIBO Rate 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 for all purposes, absent manifest error. If such increased costs are incurred as a result of the Holder'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 the making, funding or maintaining of such Portions through such other office of the Holder does not, in the judgment of the Holder, otherwise materially adversely affect the Holder or such Portions.

Changes; Legal Restrictions. If after the date hereof any Lender determines that the adoption or implementation of or any change Change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, or over banks or financial institutions generally (whether or not having the force of law), compliance with whichLaw shall: (a) subjects a Lender (or its Applicable Lending Office or Eurodollar Affiliate) subject any Recipient to charges any Taxes (other than taxes(A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind which such Lender reasonably determines to be applicable to the Term Loan Commitments definition of the Lenders to make Eurodollar Rate Excluded Taxes and (C) Connection Income Taxes) on its Loans or change the basis of taxation of payments to that Lender of principal, fees, interestother Obligations, or any its deposits, reserves, other amount payable hereunder with respect to Eurodollar Rate Loans (other than taxes covered by Section 13.1(a) hereof and taxes excluded in Section 13.1(a) hereof)liabilities or capital attributable thereto; or (b) imposesimpose, modifiesmodify, or holds hold applicable, in the determination of a Lender, any reservereserve (other than reserves taken into account in calculating the Eurodollar Rate), special deposit, liquidity, compulsory loan, FDIC 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, a Lender or any Applicable Lending Office or Eurodollar Affiliate of that Lender in respect of Eurodollar LoansLender; and the result of any of the foregoing is to increase the cost to that Lender of making, converting, continuing, renewing or maintaining the Loans or its Term Loan Commitmentto reduce any amount receivable thereunder; then, in any such case, within ten (10) Business Days after upon 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, from time to time as specified by such Lender, such amount or amounts as 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 for all purposes, absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. This Section 13.3 shall survive the repayment of the Obligations for a period of 180 days.

Changes; Legal Restrictions. If after the date hereof any --------------------------- Lender determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any 91 central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, or over banks or financial institutions generally (whether or not having the force of law), compliance with which: (a) subjects does or 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 to the Term 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 (other than taxes covered by Section 13.1(a) hereof and taxes excluded in Section 13.1(a) hereof)Loans; or (b) imposesdoes or will impose, modifiesmodify, or holds hold applicable, in the determination of a Lender, any reservereserve (other than reserves taken into account in calculating the Eurodollar Rate), special deposit, compulsory loan, FDIC 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, a Lender or any Applicable Lending Office or Eurodollar Affiliate of that Lender in respect of Eurodollar LoansLender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining the Loans or its Term Loan CommitmentCommitment or to reduce any amount receivable thereunder; then, in any such case, within ten (10) Business Days after upon 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, from time to time as specified by such Lender, such amount or amounts as 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 for all purposes, absent manifest error.

Changes; Legal Restrictions. If Except as provided in Paragraphs 4(iii) and (iv) of this Note with respect to certain determinations on Interest Rate Determination Dates, in the event that after the date hereof any Lender determines that (a) 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 administration application thereof by a court or Governmental Authority or (b) compliance by the Lender with any request or directive (whether or not having the force of any law and whether or regulation or any guideline or request not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, or over banks or financial institutions generally (whether or not having the force of law), compliance with whichGovernmental Authority: (a) subjects a Lender (does or its Applicable Lending Office or Eurodollar Affiliate) to charges (other than taxes) of any kind which such Lender reasonably determines to be applicable to the Term Loan Commitments of the Lenders to make Eurodollar Rate Loans or change the basis of taxation of payments to that Lender of principalmay impose, fees, interestmodify, or any other amount payable hereunder with respect to Eurodollar Rate Loans (other than taxes covered by Section 13.1(a) hereof and taxes excluded in Section 13.1(a) hereof); or (b) imposes, modifies, or holds hold applicable, in the determination of a the Lender, any reserve, special deposit, compulsory loan, FDIC insurance insurance, capital allocation or similar requirement against assets held by, or deposits or other liabilities in or for the account of, of advances or loans by, commitments made, or other credit extended by, or any other acquisition of funds by, a the Lender or any Applicable Lending Office applicable lending office of the Lender (except to the extent that such reserve requirements are reflected in the definition of “LIBO Rate”); or (b) does impose on the Lender any other condition materially more burdensome in nature, extent or Eurodollar Affiliate consequence than those in existence as of that Lender in respect of Eurodollar Loansthe Closing Date; and the result of any of the foregoing is to increase the cost to that the Lender of making, renewing or maintaining the Loans Loan or its Term Loan Commitment; to reduce any amount receivable thereunder, then, 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, from time upon demand and delivery to time as specified the Borrower by such Lenderthe 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 such the Lender or its Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand 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 accompanied 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 a statement as 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 such compensation and include a brief summary of the basis for such demand. Such statement shall be conclusive and binding for all purposes, absent manifest errorrecovery.

Changes; Legal Restrictions. If after the date hereof any Lender determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, or over banks or financial institutions generally (whether or not having the force of law), compliance with which: (a) subjects does or 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 to the Term Loan Revolving Credit Commitments of the Lenders to make Eurodollar Rate Loans or issue and/or participate in Letters of Credit 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 (other than taxes covered by Section 13.1(a) hereof and taxes excluded in Section 13.1(a) hereof)Loans, Letters of Credit or Money Market Loans; or (b) imposesdoes or will impose, modifiesmodify, or holds hold applicable, in the determination of a Lender, any reservereserve (other than reserves taken into account in calculating the Eurodollar Rate), special deposit, compulsory loan, FDIC 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, a Lender or any Applicable Lending Office or Eurodollar Affiliate of that Lender in respect of Eurodollar LoansLender; and the result of any of the foregoing is to increase the cost to that Lender of making, converting, continuing, renewing or maintaining the Loans or its Term Loan CommitmentRevolving Credit Commitment or issuing or participating in the Letters of Credit or to reduce any amount receivable thereunder; then, in any such case, within ten (10) Business Days after upon written demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower or any Qualified Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, such amount or amounts as 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 for all purposes, absent manifest error. For purposes hereof, all requests, rules, guidelines or directives in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act shall be deemed to be a change regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities shall be deemed to be a change regardless of the date adopted, issued, promulgated or implemented, provided, however, that if the applicable Lender shall have implemented changes prior to the date hereof in response to any such requests, rules, guidelines or directives, then the same shall not be deemed to be a change with respect to such Lender.

Changes; Legal Restrictions. If Subject to the provisions of Section 8.12, in the event that after the date hereof any Lender determines that (i) 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 administration of any law application thereof by a court or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power (ii) compliance by the Lender with any request or control over any Lender, or over banks or financial institutions generally directive (whether or not having the force of law), compliance with which) from any central bank or other Governmental Authority: (aA) subjects a does or will subject the Lender (to any tax, duty or its Applicable Lending Office or Eurodollar Affiliate) to charges (other than taxes) charge of any kind which such the Lender reasonably determines to be applicable to the Term Loan Commitments of Operative Documents or the Lenders to make Eurodollar Rate Loans or change the basis of taxation of payments to that the Lender of principal, fees, interest, invested amount, yield, fees or any other amount payable hereunder with respect to Eurodollar Rate Loans (other than hereunder, except for taxes covered imposed on or measured by Section 13.1(a) hereof and taxes excluded in Section 13.1(a) hereof)the overall net income of the Lender; or (bB) imposesdoes or will impose, modifiesmodify, or holds hold applicable, in the determination of a the Lender, any reserve, special deposit, liquidity ratio, compulsory loan, FDIC 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, a Lender or any Applicable Lending Office or Eurodollar Affiliate of that Lender in respect of Eurodollar Loansthe Lender; and the result of any of the foregoing is to increase the cost to that the Lender of making, renewing or maintaining the Loans or its Term Loan Commitment; to reduce any amount receivable 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, within ten (10) Business Days after written demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Lessee shall immediately promptly pay to the Administrative Agent for Lender on an After-Tax Basis, within thirty (30) days after demand made in writing by the account of such Lender, from time Lender to time as specified by such Lenderthe Lessee, such 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 may be reasonably necessary to compensate such the Lender or its Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand 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 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 for all purposesconclusive, absent manifest demonstrable error.

Changes; Legal Restrictions. If after the date hereof any Lender determines that the adoption current or implementation of future applicable law, rule or regulation or any change in therein or in the interpretation or administration of thereof by any law or regulation or any guideline or request from any governmental authority, central bank or other Governmental Authority comparable agency charged with the interpretation or quasi-governmental authority exercising jurisdiction, power or control over any Lenderadministration thereof, or over banks compliance by any Lender with any request or financial institutions generally (directive of any such authority, central bank or comparable agency, whether or not having the force of law)law shall impose, compliance with which: (a) subjects a Lender (modify or its Applicable Lending Office or Eurodollar Affiliate) to charges (other than taxes) of deem applicable any kind which such Lender reasonably determines to be applicable to the Term 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, Reserve Requirements or any other amount payable hereunder with respect to Eurodollar Rate Loans reserve (other than taxes covered by Section 13.1(a) hereof and taxes excluded in Section 13.1(a) hereof); or (b) imposesincluding, modifies, or holds applicable, in the determination of a Lenderwithout limitation, any reserveimposed by the Board of Governors of the Federal Reserve System of the United States (the "Federal Reserve Board")), special deposit, compulsory loan, FDIC insurance loan or similar requirement against assets held byrequirements (other than any capital adequacy requirements) in connection with the Loan, or deposits or other liabilities in with, of or for the account of, advances or loans by, commitments madeof any Lender, or other credit extended by, or any other acquisition of funds by, a by or for the account of any office of any Lender or shall impose on any Applicable Lending Office or Eurodollar Affiliate of that Lender in respect of Eurodollar Loansany other condition affecting its obligations relating to the Loan; and the result of any of the foregoing is would be in the reasonable judgment of the affected Lender to increase the cost to that such Lender of makingthe Loan, renewing or maintaining reduce the Loans or its Term Loan Commitment; amount of any sum receivable by such Lender under this Agreement, then, in any such case, within ten (10) Business Days after upon 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 on behalf of such Lender, from time Borrower shall pay to time as specified by such Lender, Lender such additional amount or amounts as may be would compensate such Lender for such increased costs or reduction. A statement by 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 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 for all purposesupon Borrower, absent manifest error. Notwithstanding the foregoing, if such charges or restrictions are the result of funding or maintaining the Loan, 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 the Loan 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. 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 Lender determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental 102 104 Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, or over banks or financial institutions generally (whether or not having the force of law), compliance with which: (a) subjects does or 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 to the Term 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 (other than taxes covered by Section 13.1(a) hereof and taxes excluded in Section 13.1(a) hereof)Loans; or (b) imposesdoes or will impose, modifiesmodify, or holds hold applicable, in the determination of a Lender, any reservereserve (other than reserves taken into account in calculating the Eurodollar Rate), special deposit, compulsory loan, FDIC 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, a Lender or any Applicable Lending Office or Eurodollar Affiliate of that Lender in respect of Eurodollar LoansLender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining the Loans or its Term Loan CommitmentCommitment or to reduce any amount receivable thereunder; then, in any such case, within ten (10) Business Days after upon 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, from time to time as specified by such Lender, such amount or amounts as 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 for all purposes, absent manifest error.

Changes; Legal Restrictions. If after the date hereof any Lender determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, or over banks or financial institutions generally (whether or not having the force of law), compliance with which: (a) subjects does or 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 to the Term Loan Revolving Credit Commitments of the Lenders to make Eurodollar Rate Loans or issue and/or participate in Letters of Credit 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 (other than taxes covered by Section 13.1(a) hereof and taxes excluded in Section 13.1(a) hereof)Loans, Letters of Credit or Money Market Loans; or (b) imposesdoes or will impose, modifiesmodify, or holds hold applicable, in the determination of a Lender, any reservereserve (other than reserves taken into account in calculating the Eurodollar Rate), special deposit, compulsory loan, FDIC 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, a Lender or any Applicable Lending Office or Eurodollar Affiliate of that Lender in respect of Eurodollar LoansLender; and the result of any of the foregoing is to increase the cost to that Lender of making, converting, continuing, renewing or maintaining the Loans or its Term Loan CommitmentRevolving Credit Commitment or issuing or participating in the Letters of Credit or to reduce any amount receivable thereunder; then, in any such case, within ten (10) Business Days after upon written demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower or any Qualified Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, such amount or amounts as 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 for all purposes, absent manifest error. For purposes of this Agreement, all requests, rules, guidelines or directives in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act shall be deemed to be a change regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities shall be deemed to be a change regardless of the date adopted, issued, promulgated or implemented, provided, however, that if the applicable Lender shall have implemented changes prior to the date hereof in response to any such requests, rules, guidelines or directives, then the same shall not be deemed to be a change with respect to such Lender.

Changes; Legal Restrictions. If after the date hereof any Lender determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, or over banks or financial institutions generally (whether or not having the force of law), compliance with which: (a) subjects does or 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 to the Term 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 (other than taxes covered by Section 13.1(a) hereof and taxes excluded in Section 13.1(a) hereof)Loans; or (b) imposesdoes or will impose, modifiesmodify, or holds hold applicable, in the reasonable determination of a Lender, any reservereserve (other than reserves taken into account in calculating the Eurodollar Rate), special deposit, compulsory loan, FDIC 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, a Lender or any Applicable Lending Office or Eurodollar Affiliate of that Lender in respect of Eurodollar LoansLender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining the Loans or its Term Loan CommitmentCommitment or to reduce any amount receivable thereunder; then, in any such case, within ten thirty (1030) Business Days 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, from time to time as specified by such Lender, such amount or amounts as 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 for all purposes, absent manifest error. Notwithstanding the foregoing, in the event of any such demand, at Borrower's sole 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 an Assignment and Acceptance substantially in the form attached as EXHIBIT A. ARTICLE XIV - [INTENTIONALLY OMITTED.]

Changes; Legal Restrictions. If Subject to the provisions of SECTION 8.12, in the event that after the date hereof any Lender determines that (i) 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 administration of any law application thereof by a court or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power (ii) compliance by the Lender with any request or control over any Lender, or over banks or financial institutions generally directive (whether or not having the force of law), compliance with which) from any central bank or other Governmental Authority: (aA) subjects a does or will subject the Lender (to any tax, duty or its Applicable Lending Office or Eurodollar Affiliate) to charges (other than taxes) charge of any kind which such the Lender reasonably determines to be applicable to the Term Loan Commitments of Operative Documents or the Lenders to make Eurodollar Rate Loans or change the basis of taxation of payments to that the Lender of principal, fees, interest, invested amount, yield, fees or any other amount payable hereunder with respect to Eurodollar Rate Loans (other than hereunder, except for taxes covered imposed on or measured by Section 13.1(a) hereof and taxes excluded in Section 13.1(a) hereof)the overall net income of the Lender; or (bB) imposesdoes or will impose, modifiesmodify, or holds hold applicable, in the determination of a the Lender, any reserve, special deposit, liquidity ratio, compulsory loan, FDIC 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, a Lender or any Applicable Lending Office or Eurodollar Affiliate of that Lender in respect of Eurodollar Loansthe Lender; and the result of any of the foregoing is to increase the cost to that the Lender of making, renewing or maintaining the Loans or its Term Loan Commitment; to reduce any amount receivable 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, within ten (10) Business Days after written demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Lessee shall immediately promptly pay to the Administrative Agent for Lender on an After-Tax Basis, within thirty (30) days after demand made in writing by the account of such Lender, from time Lender to time as specified by such Lenderthe Lessee, such 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 may be reasonably necessary to compensate such the Lender or its Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such demand 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 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 for all purposesconclusive, absent manifest demonstrable error.

Changes; Legal Restrictions. If after the date hereof any Lender --------------------------- determines that the adoption or implementation of or any change in or in the interpretation or administration of any law or regulation or any guideline or request from any central bank or other Governmental Authority or quasi-quasi- governmental authority exercising jurisdiction, power or control over any Lender, or over banks or financial institutions generally (whether or not having the force of law), compliance with which: (a) subjects does or 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 to the Term 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 (other than taxes covered by Section 13.1(a) hereof and taxes excluded in Section 13.1(a) hereof)Loans; or (b) imposesdoes or will impose, modifiesmodify, or holds hold applicable, in the determination of a Lender, any reservereserve (other than reserves taken into account in calculating the Eurodollar Rate), special deposit, compulsory loan, FDIC 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, a Lender or any Applicable Lending Office or Eurodollar Affiliate of that Lender in respect of Eurodollar LoansLender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining the Loans or its Term Loan CommitmentCommitment or to reduce any amount receivable thereunder; then, in any such case, within ten (10) Business Days after upon 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, from time to time as specified by such Lender, such amount or amounts as 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 for all purposes, absent manifest error.