Common use of Changes in Laws Clause in Contracts

Changes in Laws. In the event that, subsequent to the Closing Date, (i) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender or any corporation controlling Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality: (1) does or shall subject Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made hereunder, or change the basis of taxation of payments to Lender or any corporation controlling Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes imposed on Lender by the United States of America, or the State of New York or any political subdivision thereof, with respect to interest or commitment or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender or any corporation controlling Lender); or (2) does or shall impose on Lender or any corporation controlling Lender any reserve, special deposit or other condition or increased cost in connection with the transactions contemplated hereby; and the result of any of the foregoing is to increase the cost to Lender of making or continuing the Loan hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, Borrower shall promptly pay to Lender upon its demand, any additional amounts necessary to compensate Lender on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Lender with respect to this Agreement or the other Loan Documents. If Lender becomes entitled to claim any additional amounts pursuant to this subsection 2.6(B), it shall promptly notify Borrower of the event by reason of which Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes.

Changes in Laws. In the event that, subsequent to the Closing Amendment and Restatement Date, (i) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) thereof or any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender or any corporation controlling Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality: (1i) does or shall subject Lender Agent or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made or Letters of Credit issued hereunder, or change the basis of taxation of payments to Lender Agent or any corporation controlling such Lender of principal, fees, interest or any other amount payable hereunder (except except, in each case, for net income taxes imposed on Lender by the United States of America, or the State of New York or Excluded Taxes and any political subdivision thereof, changes with respect to interest thereto and taxes that are covered by Section 1.12(a), 1.12(f) or commitment or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender or any corporation controlling Lender1.12(g)); or (2ii) does or shall impose on Lender Agent or any corporation controlling Lender any reserve, special deposit or other condition or increased cost in connection with the transactions contemplated herebyhereby or participations herein; and the result of any of the foregoing is to increase the cost to Agent or any such Lender of issuing any Letter of Credit or making or continuing the any Loan hereunder, as the case may be, or to reduce any amount receivable hereunderhereunder or under any Loan Document, then, in any such case, subject to Section 1.12(c) below and without duplication, Borrower shall promptly pay to Lender Agent or such Lender, upon its demand, any additional amounts necessary to compensate Lender Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Agent or such Lender with respect to this Agreement or the other Loan Documents. If Agent or such Lender becomes entitled to claim any additional amounts pursuant to this subsection 2.6(BSection 1.12(b), it shall promptly notify Borrower of the event by reason of which Agent or such Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or such Lender to Borrower (with a copy to Agent) shall, absent manifest error, be final, conclusive and binding for all purposes.

Changes in Laws. In the event that, subsequent to the Closing Datedate of this Agreement, (i) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender or any corporation controlling Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality: (1) does or shall subject Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or the Loans or any Loans part thereof made hereunder, or change the basis of taxation of payments to Lender or any corporation controlling Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes imposed on Lender by the United States State of America, or the State of New York Kansas or any political subdivision thereof, with respect to interest or commitment or other fees amounts payable hereunder or changes in the rate of tax on the overall net income of Lender or any corporation controlling Lender); or (2) does or shall impose on Lender or any corporation controlling Lender any reserve, special deposit or other condition or increased cost in connection with the transactions contemplated hereby; and the result of any of the foregoing is to increase the cost to Lender of making or continuing or maintaining the Loan hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, Borrower shall promptly pay to Lender upon its demand, demand any additional amounts necessary to compensate Lender on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Lender with respect to this Agreement or the other Loan Documents. If Lender becomes entitled to claim any additional amounts pursuant to this subsection 2.6(B), it shall promptly notify Borrower of the event by reason of which Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes.

Changes in Laws. In Notwithstanding any other provision of this Agreement, the parties hereby acknowledge and agree that federal, state or local government agencies or courts of competent jurisdiction may from time to time pass, issue, interpret or promulgate, rules, regulations, standards, decisions or interpretations (collectively, an “Act”) while this Agreement is in effect that (a) prohibit the performance of a party’s obligations hereunder, (b) materially enlarge party’s obligations hereunder, (c) materially increase the economic burden of performance a party’s obligations hereunder, or (d) impair, restrict, limit or otherwise materially and adversely affect a party’s rights, benefits, or obligations hereunder, and in such event that, subsequent such party may give the other party notice of intent to amend this Agreement to the Closing Datesatisfaction of the noticing party in order to comply with any such Act. Such notice shall be accompanied by a signed opinion of counsel supporting the conclusion of the party giving notice and stating the manner in which the Act affects the noticing party’s rights and obligations described above. Nothing contained herein shall preclude the party receiving such notice and opinion from contesting the issue whether the Act affects the noticing party’s rights and obligations in the manner described. If the parties do not or cannot mutually agree to amend this Agreement in writing within ninety (90) days after said notice is giving, either party may elect to terminate this Agreement. Further, (i) any changes no party shall be deemed to be in any existing law, regulation, treaty breach of this Agreement during the aforementioned ninety (90) day period as a consequence of such party’s acts or directive or omissions in reliance upon its interpretation of the interpretation or application thereofsubject Act, (ii) any new lawa terminating party’s continuing obligations under this Agreement shall be limited and modified only to the minimum extent necessary to comply with the subject Act and relieve such party of the material additional economic burden that would arise from performance of such obligations of the Act, regulation, treaty or directive enacted or any interpretation or application thereof, or and (iii) compliance by Lender if the implementation or any corporation controlling Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality: (1) does or shall subject Lender or any corporation controlling Lender to any tax enforcement of any kind whatsoever with respect to this AgreementAct is stayed in all material respects by the order of a judicial or executive authority or by legislative action, the other Loan Documents right to amend or any Loans made hereunder, or change terminate as set forth above shall also be stayed during the basis period of taxation of payments to Lender or any corporation controlling Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes imposed on Lender by the United States of America, or the State of New York or any political subdivision thereof, with respect to interest or commitment or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender or any corporation controlling Lender); or (2) does or shall impose on Lender or any corporation controlling Lender any reserve, special deposit or other condition or increased cost in connection with the transactions contemplated hereby; and the result of any of the foregoing is to increase the cost to Lender of making or continuing the Loan hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, Borrower shall promptly pay to Lender upon its demand, any additional amounts necessary to compensate Lender on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Lender with respect to this Agreement or the other Loan Documents. If Lender becomes entitled to claim any additional amounts pursuant to this subsection 2.6(B), it shall promptly notify Borrower of the event by reason of which Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposesstay.

Changes in Laws. In the event that, subsequent to the Closing Date, that (i1) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii2) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii3) compliance by Lender Agent or any corporation controlling Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality: (1a) does or shall subject Lender Agent or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made hereundermade, or change the basis of taxation of payments to Lender Agent or any corporation controlling such Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes, or franchise taxes imposed on Lender in lieu of net income taxes, imposed generally by the United States of Americafederal, state, local or the State of New York or any political subdivision thereof, foreign taxing authorities with respect to interest or commitment or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender Agent or any corporation controlling such Lender); or (2b) does or shall impose on Lender Agent or any corporation controlling Lender any reserve, special deposit or other condition or increased cost in connection with the transactions contemplated herebyhereby or participations herein; and the result of any of the foregoing is to increase the cost to Agent or any such Lender of making or continuing the any Loan hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, Borrower shall promptly pay to Lender Agent or such Lender, upon its demand, any additional amounts necessary to compensate Lender Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Agent or such Lender with respect to this Agreement or the other Loan Documents. If Agent or such Lender becomes entitled to claim any additional amounts pursuant to this subsection 2.6(B)subsection, it shall promptly notify Borrower of the event by reason of which Agent or such Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or such Lender to Borrower and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

Changes in Laws. In the event that, subsequent to the Closing Date, (i) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender the Administrative Agent or any corporation controlling Lender with any request or directive (whether or not having the force of law) from any governmental authorityGovernmental Authority, agency or instrumentality: (1) does or shall subject Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made hereunder, or change the basis of taxation of payments to Lender or any corporation controlling Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes imposed on Lender by the United States of America, or the State of New York or any political subdivision thereof, with respect to interest or commitment or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender or any corporation controlling Lender); or (2) does or shall impose on Lender the Administrative Agent or any corporation controlling Lender any reserve, special deposit or other condition or increased cost in connection with the transactions contemplated hereby; hereby or participations herein and the result of any of the foregoing is to increase the cost to the Administrative Agent or any such Lender of making or continuing the any Loan hereunder, as the case may be, or to reduce any amount receivable hereunder, as the case may be, then, in any such case, the Borrower shall be obligated to promptly pay to Lender the Administrative Agent or such Lender, upon its demand, any additional amounts necessary to compensate Lender the Administrative Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as determined by the Administrative Agent or such Lender with respect to this Agreement or the other Loan Documents. If the Administrative Agent or such Lender becomes entitled to claim any additional amounts pursuant to this subsection 2.6(B)Subsection 1.14, it shall promptly notify the Borrower of the event by reason of which the Administrative Agent or such Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Administrative Agent or such Lender to the Borrower and the Administrative Agent shall, absent manifest error, be final, conclusive and binding for all purposes.. There is no limitation on the number of times such a certificate may be submitted; provided, however, that this Subsection 1.14 shall not apply to any changes in law with respect to taxes. Table of Contents Credit Agreement/Citizens Communications Company

Changes in Laws. In the event that, subsequent to the Closing Restatement Effective Date, (i1) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii2) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii3) compliance by Lender Agent or any corporation controlling Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality: (1a) does or shall subject Lender Agent or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made or Lender Letters of Credit or Risk Participation Agreements issued hereunder, or change the basis of taxation of payments to Lender Agent or any corporation controlling such Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes, or franchise taxes imposed on Lender in lieu of net income taxes, imposed generally by the United States of Americafederal, state, local or the State of New York or any political subdivision thereof, foreign taxing authorities with respect to interest or commitment or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender Agent or any corporation controlling such Lender); or (2b) does or shall impose on Lender Agent or any corporation controlling Lender any reserve, special deposit or other condition or increased cost in connection with the transactions contemplated herebyhereby or participations herein; and the result of any of the foregoing is to increase the cost to Agent or any such Lender of issuing any Lender Letter of Credit or Risk Participation Agreement or making or continuing the any Loan hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, Borrower shall promptly pay to Lender Agent or such Lender, upon its demand, any additional amounts necessary to compensate Lender Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Agent or such Lender with respect to this Agreement or the other Loan Documents. If Agent or such Lender becomes entitled to claim any additional amounts pursuant to this subsection 2.6(B)subsection, it shall promptly notify Borrower of the event by reason of which Agent or such Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or such Lender to Borrower and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

Changes in Laws. In the event that, subsequent to the Closing Date, (i1) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii2) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii3) compliance by Lender Agent or any corporation controlling Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentalityGovernmental Authority: (1i) does or shall subject Lender Agent or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made or Letters of Credit issued hereunder, or change the basis of taxation of payments to Lender Agent or any corporation controlling such Lender of principal, fees, interest or any other amount payable hereunder (except except, in each case, for net income taxes imposed on Lender by the United States of America, or the State of New York or Excluded Taxes and any political subdivision thereof, changes with respect to interest thereto and taxes that are covered by Section 1.11(a), 1.11(f) or commitment or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender or any corporation controlling Lender1.11(g)); or (2ii) does or shall impose on Lender Agent or any corporation controlling Lender any reserve, special deposit or other condition or increased cost in connection with the transactions contemplated herebyhereby or participations herein; and the result of any of the foregoing is to increase the cost to Agent or any such Lender of issuing any Letter of Credit or making or continuing the any Loan hereunder, as the case may be, or to reduce any amount receivable hereunderhereunder or under any other Loan Document, then, in any such case, Borrower subject to Section 1.11(c) below and without duplication, Credit Parties shall promptly pay to Lender Agent or such Lender, upon its demand, any additional amounts necessary to compensate Lender Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Agent or such Lender with respect to this Agreement or the other Loan Documents. If Agent or such Lender becomes entitled to claim any additional amounts pursuant to this subsection 2.6(BSection 1.11(b), it shall promptly notify Borrower of the event by reason of which Agent or such Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or such Lender to Borrower (with a copy to Agent) shall, absent manifest error, be final, conclusive and binding for all purposes.

Changes in Laws. In the event that, subsequent to the Closing Date, (i1) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii2) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii3) compliance by Lender Agent or any corporation controlling Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality: (1a) does or shall subject Lender Agent or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made or Lender Letters of Credit or Risk Participation Agreements issued hereunder, or change the basis of taxation of payments to Lender Agent or any corporation controlling such Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes, or franchise taxes imposed on Lender in lieu of net income taxes, imposed generally by the United States of Americafederal, state, local or the State of New York or any political subdivision thereof, foreign taxing authorities with respect to interest or commitment or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender Agent or any corporation controlling such Lender); or (2b) does or shall impose on Lender Agent or any corporation controlling Lender any reserve, special deposit or other condition or increased cost in connection with the transactions contemplated herebyhereby or Participations herein; and the result of any of the foregoing is to increase the cost to Agent or any such Lender of issuing any Lender Letter of Credit or Risk Participation Agreement or making or continuing the any Loan hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, Borrower shall promptly pay to Lender Agent or such Lender, upon its demand, any additional amounts necessary to compensate Lender Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Agent or such Lender with respect to this Agreement or the other Loan Documents. If Agent or such Lender becomes entitled to claim any additional amounts pursuant to this subsection 2.6(B)subsection, it shall promptly notify Borrower of the event by reason of which Agent or such Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or such Lender to Borrower and Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

Changes in Laws. In If, after the event thatdate hereof, subsequent to the Closing Date, (i) any changes change in any existing law, regulation, treaty law or directive regulation or in the interpretation thereof by any court or application thereofadministrative or governmental authority charged with the administration thereof shall either (i) impose, (ii) any new law, regulation, treaty modify or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender or any corporation controlling Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality: (1) does or shall subject Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made hereunder, or change the basis of taxation of payments to Lender or any corporation controlling Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes imposed on Lender by the United States of America, or the State of New York or any political subdivision thereof, with respect to interest or commitment or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender or any corporation controlling Lender); or (2) does or shall impose on Lender or any corporation controlling Lender deem applicable any reserve, special deposit or similar requirement against letters of credit issued by, or assets held by, or deposits in or for the account of, or participations in any letter of credit, upon any Lender (including Fronting Bank) or (ii) impose on any Lender any other condition regarding this Agreement or increased cost in connection with such Lender (including Fronting Bank) as it pertains to the transactions contemplated hereby; Letters of Credit or any participation therein and the result of any of event referred to in the foregoing is preceding clause (i) or (ii) shall be to increase increase, by an amount deemed by Fronting Bank or such Lender to be material, the cost to Fronting Bank or any Lender of making issuing or continuing maintaining any Letter of Credit or participating therein, then Borrower shall pay to Fronting Bank or such Lender, within fifteen (15) days after written demand by such Lender (with a copy to Administrative Agent), which demand shall be accompanied by a certificate showing, in reasonable detail, the Loan hereundercalculation of such amount or amounts, such additional amounts as the case may be, shall be required to compensate Fronting Bank or to reduce any amount such Lender for such increased costs or reduction in amounts received or receivable hereunder. Each Lender will promptly notify Borrower and Administrative Agent of any event of which it has knowledge, thenoccurring after the date hereof, in any which will entitle such case, Borrower shall promptly pay Lender to Lender upon its demand, any additional amounts necessary to compensate Lender on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Lender with respect to this Agreement or the other Loan Documents. If Lender becomes entitled to claim any additional amounts compensation pursuant to this subsection 2.6(B)clause (e) and will designate a different Applicable Lending Office if such designation will avoid the need for, it or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. If such Lender shall promptly fail to notify Borrower of any such event within ninety (90) days following the end of the month during which such event occurred, then Borrower's liability for any amounts described in this Section incurred by reason such Lender as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to the date upon which such Lender has become so entitledactually notified Borrower of the occurrence of such event. A certificate as of any Lender claiming compensation under this clause (e) and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Lender may use any additional amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower shall, absent manifest error, be final, conclusive reasonable averaging and binding for all purposesattribution methods.

Changes in Laws. In If, after the event thatdate hereof, subsequent to the Closing Date, (i) any changes change in any existing law, regulation, treaty law or directive regulation or in the interpretation thereof by any court or application thereofadministrative or governmental authority charged with the administration thereof shall either (i) impose, (ii) any new law, regulation, treaty modify or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender or any corporation controlling Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality: (1) does or shall subject Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made hereunder, or change the basis of taxation of payments to Lender or any corporation controlling Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes imposed on Lender by the United States of America, or the State of New York or any political subdivision thereof, with respect to interest or commitment or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender or any corporation controlling Lender); or (2) does or shall impose on Lender or any corporation controlling Lender deem applicable any reserve, special deposit or similar requirement against letters of credit issued by, or assets held by, or deposits in or for the account of, or participations in any letter of credit, upon any Lender (including Fronting Bank) or (ii) impose on any Lender any other condition regarding this Agreement or increased cost in connection with such Lender (including Fronting Bank) as it pertains to the transactions contemplated hereby; Letters of Credit or any participation therein and the result of any of event referred to in the foregoing is preceding clause (i) or (ii) shall be to increase increase, by an amount deemed by Fronting Bank or such Lender to be material, the cost to Fronting Bank or any Lender of making issuing or continuing maintaining any Letter of Credit or participating therein, then Borrower shall pay to Fronting Bank or such Lender, within fifteen (15) days after written demand by such Lender (with a copy to Administrative Agent), which demand shall be accompanied by a certificate showing, in reasonable detail, the Loan hereundercalculation of such amount or amounts, such additional amounts as the case may be, shall be required to compensate Fronting Bank or to reduce any amount such Lender for such increased costs or reduction in amounts received or receivable hereunder. Each Lender will promptly notify Borrower and Administrative Agent of any event of which it has knowledge, thenoccurring after the date hereof, in any which will entitle such case, Borrower shall promptly pay Lender to Lender upon its demand, any additional amounts necessary to compensate Lender on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Lender with respect to this Agreement or the other Loan Documents. If Lender becomes entitled to claim any additional amounts compensation pursuant to this subsection 2.6(B)clause (e) and will designate a different Applicable Lending Office if such designation will avoid the need for, it or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. If such Lender shall promptly fail to notify Borrower of any such event within ninety (90) days following the end of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section incurred by reason such Lender as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to the date upon which such Lender has become so entitledactually notified Borrower of the occurrence of such event. A certificate as of any Lender claiming compensation under this clause (e) and setting forth a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of demonstrable error. In determining such amount, such Lender may use any additional amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower shall, absent manifest error, be final, conclusive reasonable averaging and binding for all purposesattribution methods.

Changes in Laws. In the event that, subsequent to the Closing Restatement Effective Date, (i) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) thereof or any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender or any corporation controlling Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality: (1i) does or shall subject Lender Agent or any corporation controlling Lender to any tax Tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made hereunderor Letters of Credit issued hereunder or thereunder, or change the basis of taxation of payments to Lender Agent or any corporation controlling such Lender of principal, fees, interest or any other amount payable hereunder under any Loan Document (except except, in each case, for net income taxes imposed on Lender by the United States of AmericaExcluded Taxes and any Taxes that are subject to gross up, or the State of New York or any political subdivision thereof, with respect to interest or commitment indemnification or other fees payable hereunder payment pursuant to Section 1.13(a), 1.13(f) or changes in the rate of tax on the overall net income of Lender or any corporation controlling Lender1.13(g)); or (2ii) does or shall impose on Lender Agent or any corporation controlling Lender any reserve, special deposit or other condition or increased cost (other than Taxes) in connection with the transactions contemplated herebyhereby or participations herein; and the result of any of the foregoing is to increase the cost to Agent or any such Lender of issuing any Letter of Credit or making or continuing the any Loan hereunder, as the case may be, or to reduce any amount receivable hereunderhereunder or under any Loan Document, then, in any such case, Borrower subject to Section 1.13(c) below and without duplication, Borrowers shall promptly pay to Lender Agent or such Lender, upon its demand, any additional amounts necessary to compensate Lender Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Agent or such Lender with respect to this Agreement or the other Loan Documents. If Agent or such Lender becomes entitled to claim any additional amounts pursuant to this subsection 2.6(BSection 1.13(b), it shall promptly notify Parent Borrower of the event by reason of which Agent or such Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or such Lender to Parent Borrower (with a copy to Agent) shall, absent manifest error, be final, conclusive and binding for all purposes.

Changes in Laws. In the event that, subsequent to the Closing Date, (i) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender or any corporation controlling Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality: (1) does or shall subject Lender or any corporation controlling Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made hereunderor Lender Letters of Credit issued hereunder or any corporation controlling Lender, or change the basis of taxation of payments to Lender or any corporation controlling Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes imposed on Lender by the United States of America, or the State of New York or any political subdivision thereof, with respect to interest or commitment or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender or any corporation controlling Lender); or (2) does or shall impose on Lender or any corporation controlling Lender any reserve, special deposit or other condition or increased cost in connection with the transactions contemplated hereby; and the result of any of the foregoing is to increase the cost to Lender of issuing any Lender Letter of Credit, entering into any Risk Participation Agreement or making or continuing the any Loan hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, Borrower Borrowers shall promptly pay to Lender upon its demand, any additional amounts necessary to compensate Lender on an after-tax basis, for such additional cost or reduced amount receivable, as determined by Lender with respect to this Agreement or the other Loan Documents. If Lender becomes entitled to claim any additional amounts pursuant to this subsection 2.6(B2.9(B), it shall promptly notify Borrower Representative of the event by reason of which Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower Representative shall, absent manifest error, be final, conclusive and binding for all purposes.