Common use of Changes; Legal Restrictions Clause in Contracts

Changes; Legal Restrictions. In the event that after the date hereof (a) the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a Governmental Authority or any change in the interpretation or application thereof by a Governmental Authority, or (b) compliance by any Lender with any request or directive (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over banks or financial institutions generally, does impose, modify, or hold applicable, in the determination of 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, a Lender or any Applicable Lending Office of such Lender (except (a) with respect to Base Rate Loans, so long as the Base Rate in effect at the time is determined under clause (a) in the definition of "Base Rate", (b) with respect to Base Rate Loans, to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Base Rate" and (c) with respect to Eurodollar Rate Loans, to the extent that the reserve requirements are reflected in the definition of Eurodollar Rate"), and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining the Loans or its Commitment to the Borrower or issuing to the Borrower any Letter of Credit or to reduce any amount receivable hereunder or thereunder; then, in any such case, the Borrower shall upon written notice from and demand by that Lender pay to such Lender, within 15 Business Days of the date specified in such notice and demand, such amount or amounts (based upon a reasonable allocation thereof by such Lender to the financing transactions contemplated by this Agreement and affected by this Section 2.03(f)) as may be necessary to compensate that Lender for any such additional cost incurred or reduced amount received. Such Lender shall deliver to the Borrower a written statement of the costs or reductions claimed and the basis therefor, and the allocation made by such Lender of such costs and reductions, which statement shall, in the absence of manifest error, be conclusive. If a Lender subsequently recovers from another Person any amount previously paid by the Borrower pursuant to this Section 2.03(f), such Lender shall, within 30 days after receipt of such refund and to the extent permitted by applicable law, pay to the Borrower, without interest, the amount of any such recovery.

Changes; Legal Restrictions. In Except as provided in Section 2.06(iv) hereof with respect to certain determinations on Eurodollar Interest Rate Determination Dates, in the event that after the date hereof (a) the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a court or Governmental Authority or any change in the interpretation or application thereof by a court or Governmental Authority, or (b) compliance by any the Lender with any request or directive (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdictionauthority: (1) subjects the Lender (or its applicable lending office or Eurodollar Affiliate) to any taxes, power levies, imposts, duties, charges, fees, deductions or control over banks withholdings of any kind which the Lender determines to be applicable to this Loan Agreement, the Equipment Line of Credit/Term Loans, or financial institutions generallychange in the basis of taxation of payments to the Lender of principal, fees, interest, or any other amount payable hereunder, except for net income or franchise taxes imposed by any jurisdiction (all such non-excepted taxes, duties and other charges being hereinafter referred to as "Taxes"); or (2) does or may impose, modify, or hold applicable, in the determination of 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 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 or Eurodollar Affiliate of such the Lender (except (a) except, with respect to Base Prime Rate Loans, so long as the Base Rate in effect at the time is determined under clause (a) in the definition of "Base Rate", (b) with respect to Base Rate Loans, Loans to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Base Prime Rate" and (c) and, with respect to a Eurodollar Rate LoansLoan, to the extent that the reserve requirements are reflected in the definition of "Eurodollar Rate"); or (3) does or is reasonably likely to impose on the Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining the Loans or its Commitment to the Borrower or issuing to the Borrower any Letter Equipment Line of Credit or to reduce any amount receivable hereunder or thereunder; Credit/Term Loans, then, in any such case, the Borrower shall upon written notice from and demand by that Lender promptly pay to such the Lender, within 15 Business Days of the date specified in such notice and upon demand, such amount or amounts (based upon a reasonable an allocation thereof by such the Lender to the financing transactions contemplated by this Loan Agreement and affected effected by this Section 2.03(f)2.02 (vi) as may be necessary to compensate that the Lender for any such additional cost incurred or reduced amount received. Such The Lender shall deliver to the Borrower a written statement of the costs or reductions claimed and the basis therefortherefore, and the allocation made by such the Lender of such costs and reductionsreductions shall be conclusive, which statement shall, in the absence of absent manifest error, be conclusive. If a the Lender subsequently recovers from another Person any amount amounts previously paid by the Borrower pursuant to this Section 2.03(f2.02 (vi), such the Lender shall, within 30 thirty (30) days after receipt of such refund and to the extent permitted by applicable lawLaw, pay to the Borrower, without interest, Borrower the amount of any such recovery.

Changes; Legal Restrictions. In the event that If after the date ---------------------------- hereof (a) any Lender determines that the adoption or implementation of or any change in any law, treaty, rule, regulation, guideline or determination of a Governmental Authority or any change in the interpretation or application thereof by a Governmental Authority, administration of any law or (b) compliance by regulation or any Lender with any guideline or request or directive (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, or over banks or financial institutions generallygenerally (whether or not having the force of law), does imposecompliance 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 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, modifyfees, interest, or hold any other amount payable hereunder with respect to Eurodollar Rate Loans or Letters of Credit (other than 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, 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 commitments made, or other credit extended by, or any other acquisition of funds by, a Lender or any Applicable Lending Office or Eurodollar Affiliate of such that Lender (except (a) with in respect to Base Rate Loans, so long as the Base Rate in effect at the time is determined under clause (a) in the definition of "Base Rate", (b) with respect to Base Rate Loans, to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Base Rate" and (c) with respect to Eurodollar Rate Loans, to the extent that the reserve requirements are reflected in the definition of Eurodollar Rate"), Loans or Letters of Credit; and the result of any of the foregoing is to increase the cost to such that Lender of making, renewing or maintaining the Loans or its Revolving Credit Commitment to the Borrower or issuing to or participating in the Borrower any Letter Letters of Credit or to reduce any amount receivable hereunder or 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 upon written notice from and demand by that Lender immediately pay to the Administrative Agent for the account of such Lender, within 15 Business Days of the date from time to time as specified in by such notice and demandLender, such amount or amounts (based upon a reasonable allocation thereof by such Lender to the financing transactions contemplated by this Agreement and affected by this Section 2.03(f)) as may be necessary to compensate that such Lender or its Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such Lender demand shall deliver be accompanied by a statement as to the Borrower a written statement of the costs or reductions claimed and the basis therefor, and the allocation made by such Lender of such costs and reductions, which statement shall, in the absence of manifest error, be conclusive. If a Lender subsequently recovers from another Person any amount previously paid by the Borrower pursuant to this Section 2.03(f), such Lender shall, within 30 days after receipt of such refund and to the extent permitted by applicable law, pay to the Borrower, without interest, the amount of any such recoverycompensation 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. In the event that If after the date hereof (a) --------------------------- any Lender determines that the adoption or implementation of or any change in any law, treaty, rule, regulation, guideline or determination of a Governmental Authority or any change in the interpretation or application thereof by a Governmental Authority, administration of any law or (b) compliance by regulation or any Lender with any guideline or request or directive (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over any Lender, or over banks or financial institutions generallygenerally (whether or not having the force of law), does imposecompliance 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 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, modifyfees, interest, or hold any other amount payable hereunder with respect to Eurodollar Rate Loans or Letters of Credit (other than 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, 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 commitments made, or other credit extended by, or any other acquisition of funds by, a Lender or any Applicable Lending Office or Eurodollar Affiliate of such that Lender (except (a) with in respect to Base Rate Loans, so long as the Base Rate in effect at the time is determined under clause (a) in the definition of "Base Rate", (b) with respect to Base Rate Loans, to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Base Rate" and (c) with respect to Eurodollar Rate Loans, to the extent that the reserve requirements are reflected in the definition of Eurodollar Rate"), Loans or Letters of Credit; and the result of any of the foregoing is to increase the cost to such that Lender of making, renewing or maintaining the Loans or its Revolving Credit Commitment to the Borrower or issuing to or participating in the Borrower any Letter Letters of Credit or to reduce any amount receivable hereunder or 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 upon written notice from and demand by that Lender immediately pay to the Administrative Agent for the account of such Lender, within 15 Business Days of the date from time to time as specified in by such notice and demandLender, such amount or amounts (based upon a reasonable allocation thereof by such Lender to the financing transactions contemplated by this Agreement and affected by this Section 2.03(f)) as may be necessary to compensate that such Lender or its Eurodollar Affiliate for any such additional cost incurred or reduced amount received. Such Lender demand shall deliver be accompanied by a statement as to the Borrower a written statement of the costs or reductions claimed and the basis therefor, and the allocation made by such Lender of such costs and reductions, which statement shall, in the absence of manifest error, be conclusive. If a Lender subsequently recovers from another Person any amount previously paid by the Borrower pursuant to this Section 2.03(f), such Lender shall, within 30 days after receipt of such refund and to the extent permitted by applicable law, pay to the Borrower, without interest, the amount of any such recoverycompensation 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. In Except as provided in Section 2.06(iv) hereof with respect to certain determinations on Eurodollar Interest Rate Determination Dates, in the event that after the date hereof (a) the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a court or Governmental Authority or any change in the interpretation or application thereof by a court or Governmental Authority, or (b) compliance by any the Lender with any request or directive (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdictionauthority: (1) subjects the Lender (or its applicable lending office or Eurodollar Affiliate) to any taxes, power levies, imposts, duties, charges, fees, deductions or control over banks withholdings of any kind which the Lender determines to be applicable to this Loan Agreement, the Revolving Credit Loans, or financial institutions generallychange in the basis of taxation of payments to the Lender of principal, fees, interest, or any other amount payable hereunder, except for net income or franchise taxes imposed by any jurisdiction (all such non-excepted taxes, duties and other charges being hereinafter referred to as "Taxes"); or (2) does or may impose, modify, or hold applicable, in the determination of 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 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 or Eurodollar Affiliate of such the Lender (except (a) except, with respect to Base Prime Rate Loans, so long as the Base Rate in effect at the time is determined under clause (a) in the definition of "Base Rate", (b) with respect to Base Rate Loans, Loans to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Base Prime Rate" and (c) and, with respect to a Eurodollar Rate LoansLoan, to the extent that the reserve requirements are reflected in the definition of "Eurodollar Rate"); or (3) does or is reasonably likely to impose on the Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date; and the result of any of the foregoing is to increase the cost to such the Lender of making, renewing or maintaining the Loans or its Commitment to the Borrower or issuing to the Borrower any Letter of Revolving Credit or to reduce any amount receivable hereunder or thereunder; Loans, then, in any such case, the Borrower shall upon written notice from and demand by that Lender promptly pay to such the Lender, within 15 Business Days of the date specified in such notice and upon demand, such amount or amounts (based upon a reasonable an allocation thereof by such the Lender to the financing transactions contemplated by this Loan Agreement and affected effected by this Section 2.03(f)2.02 (vi) as may be necessary to compensate that the Lender for any such additional cost incurred or reduced amount received. Such The Lender shall deliver to the Borrower a written statement of the costs or reductions claimed and the basis therefortherefore, and the allocation made by such the Lender of such costs and reductionsreductions shall be conclusive, which statement shall, in the absence of absent manifest error, be conclusive. If a the Lender subsequently recovers from another Person any amount amounts previously paid by the Borrower pursuant to this Section 2.03(f2.02 (vi), such the Lender shall, within 30 thirty (30) days after receipt of such refund and to the extent permitted by applicable lawLaw, pay to the Borrower, without interest, Borrower the amount of any such recovery.

Changes; Legal Restrictions. In Except as provided in Section 2.07(iv) hereof with respect to certain determinations on Eurodollar Interest Rate Determination Dates, in the event that after the date hereof (a) the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a court or Governmental Authority or any change in the interpretation or application thereof by a court or Governmental Authority, Authority or (b) compliance by any Lender with any request or directive (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power authority: (1) does or control over banks or financial institutions generally, does may impose, modify, or hold applicable, in the determination of a Lender, any reserve, special deposit, compulsory loan, FDIC insurance, CDIC 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, 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 applicable lending office or Eurodollar Affiliate of such Lender (except (a) except, with respect to Base Rate Loans, so long as the Base Rate in effect at the time is determined under clause (a) in the definition of "Base Rate", (b) with respect to Base Prime Rate Loans, to the extent that the reserve and FDIC insurance or CDIC insurance requirements or requirements of the Office of the Superintendent of Financial Institutions (Canada) are reflected in the definition of "Base Prime Rate" and (c) and, with respect to a Eurodollar Rate LoansLoan, to the extent that the reserve requirements are reflected in the definition of "Eurodollar Rate"); or (2) does impose on such Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining the Loans or Loans, its Revolving Credit Commitment and its Term Loan Commitment to the Borrower Co-Borrowers or issuing to for the Borrower account of any one or more of the Co-Borrowers any Letter of Credit or to reduce any amount receivable hereunder or thereunder; , then, in any such case, the Borrower Co-Borrowers shall upon written notice from and demand by that Lender pay to such Lender, within 15 Business Days thirty (30) days following demand, and delivery to the Co-Borrowers and the Agent of the date specified statement described in such notice and demandthe next sentence, such amount or amounts (based upon a reasonable an allocation thereof by such Lender to the financing transactions contemplated by this Loan Agreement and affected effected by this Section 2.03(f2.03 (vi)) as may be necessary to compensate that Lender for any such additional cost incurred or reduced amount received. Such Lender shall deliver to the Borrower Co-Borrowers a written statement of the costs or reductions claimed and the basis therefor, and the allocation made by such Lender of such costs and reductions, which statement shall, in the absence of manifest error, reductions shall be conclusive, absent manifest error if made in good faith. If a Lender subsequently recovers from another Person any amount previously paid by the Borrower Co-Borrowers pursuant to this Section 2.03(f2.03 (vi), such Lender shall, within 30 thirty (30) days after receipt of such refund recovery and to the extent permitted by applicable lawLaw, pay to the Borrower, without interest, Co-Borrowers the amount of any such recovery.

Changes; Legal Restrictions. In Except as provided in Section 2.08(iv) hereof with respect to certain determinations on Eurodollar Interest Rate Determination Dates, in 66 the event that after the date hereof (a) the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a court or Governmental Authority or any change in the interpretation or application thereof by a court or Governmental Authority, Authority or (b) compliance by any Lender with any request or directive (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power quasigovernmental authority: (1) does or control over banks or financial institutions generally, does may impose, modify, or hold applicable, in the determination of a Lender, any reserve, special deposit, compulsory loan, FDIC insurance, CDIC 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, 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 applicable lending office or Eurodollar Affiliate of such Lender (except (a) except, with respect to Base Rate Loans, so long as the Base Rate in effect at the time is determined under clause (a) in the definition of "Base Rate", (b) with respect to Base Prime Rate Loans, to the extent that the reserve and FDIC insurance or CDIC insurance requirements or requirements of the Office of the Superintendent of Financial Institutions (Canada) are reflected in the definition of "Base Prime Rate" and (c) and, with respect to a Eurodollar Rate LoansLoan, to the extent that the reserve requirements are reflected in the definition of "Eurodollar Rate"); or (2) does impose on such Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date; and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining the Loans or Loans, its Revolving Credit Commitment, its Term Loan #1 Commitment and its Term Loan #2 Commitment (if any) to the Borrower Co-Borrowers or issuing to for the Borrower account of any one or more of the Co-Borrowers any Letter of Credit or to reduce any amount receivable hereunder or thereunder; , then, in any such case, the Borrower Co-Borrowers shall upon written notice from and demand by that Lender pay to such Lender, within 15 Business Days thirty (30) days following demand, and delivery to the Co-Borrowers and the Agent of the date specified statement described in such notice and demandthe next sentence, such amount or amounts (based upon a reasonable an allocation thereof by such Lender to the financing transactions contemplated by this Loan Agreement and affected effected by this Section 2.03(f2.04(vi)) as may be necessary to compensate that Lender for any such additional cost incurred or reduced amount received. Such Lender shall deliver to the Borrower Co-Borrowers a written statement of the costs or reductions claimed and the basis therefor, and the allocation made by such Lender of such costs and reductions, which statement shall, in the absence of manifest error, reductions shall be conclusive, absent manifest error if made in good faith. If a Lender subsequently recovers from another Person any amount previously paid by the Borrower Co-Borrowers pursuant to this Section 2.03(f2.04 (vi), such Lender shall, within 30 thirty (30) days after receipt of such refund recovery and to the extent permitted by applicable lawLaw, pay to the Borrower, without interest, Co-Borrowers the amount of any such recovery.

Changes; Legal Restrictions. In the event that --------------------------- after the date hereof (a) the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a Governmental Authority or any change in the interpretation or application thereof by a Governmental Authority, or (b) compliance by any Lender with any request or directive (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority exercising jurisdiction, power or control over banks or financial institutions generally, does impose, modify, or hold applicable, in the determination of 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, a Lender or any Applicable Lending Office of such Lender (except except (a) with respect to Base Rate Loans, so long as the Base Rate in effect at the time is determined under clause (a) in the ----------- definition of "Base Rate", (b) with respect to Base Rate Loans, to the extent that the reserve and FDIC insurance requirements are reflected in the definition of "Base Rate" and (c) with respect to Eurodollar Rate Loans, to the extent that the reserve requirements are reflected in the definition of "Eurodollar Rate"), and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining the Loans or its Commitment to the Borrower or issuing to the Borrower any Letter of Credit or to reduce any amount receivable hereunder or thereunder; then, in any such case, the Borrower shall upon ---- written notice from and demand by that Lender pay to such Lender, within 15 Business Days of the date specified in such notice and demand, such amount or amounts (based upon a reasonable allocation thereof by such Lender to the financing transactions contemplated by this Agreement and affected by this Section 2.03(f)) as may be necessary to compensate that Lender for any such additional cost incurred or reduced amount received. Such Lender shall deliver to the Borrower a written statement of the costs or reductions claimed and the basis therefor, and the allocation made by such Lender of such costs and reductions, which statement shall, in the absence of manifest error, be conclusive. If a Lender subsequently recovers from another Person any amount previously paid by the Borrower pursuant to this Section 2.03(f), such Lender shall, within 30 days after receipt of such refund and to the extent permitted by applicable law, pay to the Borrower, without interest, the amount of any such recovery.transactions