Common use of Changes in Tax Laws Clause in Contracts

Changes in Tax Laws. In the event that, subsequent to the Original Closing Date: (1) any changes in any existing law, regulation, treaty, directive or official pronouncement having the force of law or application thereof, or (2) any new law, regulation, treaty, directive enacted or application thereof, or (3) compliance by Lender with any request or directive (having the force of law) from any governmental authority, agency or instrumentality, does or shall subject 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 of principal, fees, interest or any other amount payable hereunder (except for income taxes or franchise taxes imposed generally by federal, state or local 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), and the result of any of the foregoing is to increase the cost to Lender of making or continuing any Loan hereunder, or to reduce any amount receivable hereunder, then, in any such case, Borrowers, jointly and severally, 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 reasonably 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, 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 unless, within fifteen days following the date of such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis for such objection in detail.

Changes in Tax Laws. In the event that, subsequent to the Original Closing Date: , (1i) any changes in any existing law, regulation, treaty, treaty or directive or official pronouncement having in the force of law interpretation or application thereof, or (2ii) any new law, regulation, treaty, treaty or directive enacted or any interpretation or application thereof, or or (3iii) compliance by Lender Lenders with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality, Governmental Authority (x) does or shall subject Lender Lenders 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 Lenders of principal, fees, interest or any other amount payable hereunder (except for net income taxes or franchise taxes imposed generally by federalin lieu of net income taxes, state or local taxing authorities with respect to interest or commitment or other fees payable hereunder or changes in the rate of tax such taxes); or (y) does or shall impose on Lenders any other condition or increased cost in connection with the overall net income of Lender), transactions contemplated hereby; and the result of any of the foregoing is to increase the cost to Lender Lenders of making or continuing any Loan hereunder, or to reduce any amount receivable hereunder, as the case may be, then, in any such case, Borrowers, jointly and severally, the Borrower shall promptly pay to LenderLenders, upon its demand, any additional amounts necessary to compensate LenderLenders, on an after-tax basis, for such additional cost or reduced amount receivable, as reasonably determined by Lender Lenders with respect to this Agreement or the other Loan Documents. If Lender becomes Lenders become entitled to claim any additional amounts pursuant to this subsectionSection 1.8(b), it shall promptly notify Borrower Representative of the event by reason of which Lender has Lenders have become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender Lenders to Borrower Representative shall, absent manifest error, be final, conclusive and binding for all purposes unless, within fifteen days following purposes. There is no limitation on the date number of times such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis for such objection in detailcertificate may be submitted.

Changes in Tax Laws. In the event that, subsequent to the Original Closing Date: , (1A) any changes in any existing law, regulation, treaty, treaty or directive or official pronouncement having in the force of law interpretation or application thereof, or (2B) any new law, regulation, treaty, treaty or directive enacted or any interpretation or application thereof, or or (3C) compliance by Administrative Agent or any Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality, Governmental Authority: (i) does or shall subject Administrative Agent or any 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 Administrative Agent or such Lender of principal, fees, interest or any other amount payable hereunder (except for income taxes Excluded Taxes); or (ii) does or franchise taxes imposed generally by federal, state shall impose on Administrative Agent or local taxing authorities any Lender any other condition or increased cost in connection with respect to interest the transactions contemplated hereby or commitment or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), participations herein; and the result of any of the foregoing is to increase the cost to Administrative Agent or any such Lender of making or continuing any Loan hereunder, or to reduce any amount receivable hereunder, as the case may be, then, in any such case, Borrowers, jointly and severally, Borrower shall be obligated to promptly pay to Administrative Agent or such Lender, upon its demand, any additional amounts necessary to compensate Administrative Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as reasonably determined by Administrative Agent or such Lender with respect to this Agreement or the other Loan Documents. If Administrative Agent or such Lender becomes entitled to claim any additional amounts pursuant to this subsectionSubsection 1.14, it shall promptly notify Borrower Representative of the event by reason of which Administrative Agent or such Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Administrative Agent or such Lender to Borrower Representative and Administrative Agent shall, absent manifest error, be final, conclusive and binding for all purposes unlesspurposes. There is no limitation on the number of times such a certificate may be submitted. Notwithstanding the forgoing, within fifteen days following the date of Administrative Agent and any such certificate, Lender shall cooperate with Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis for such objection in detail.reduce or eliminate any additional amounts owed under this

Changes in Tax Laws. In the event that, subsequent to the Original Closing Date: , (1i) any changes in any existing law, regulation, treaty, treaty or directive or official pronouncement having in the force of law interpretation or application thereof, or (2ii) any new law, regulation, treaty, treaty or directive enacted or any interpretation or application thereof, or or (3iii) compliance by 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 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 of principal, fees, interest or any other amount payable hereunder (except for net income taxes taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local 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), ; or (2) does or shall impose on Lender any other condition or increased cost in connection with the transactions contemplated hereby or participations herein; and the result of any of the foregoing is to increase the cost to Lender of making or continuing any Loan hereunder, or to reduce any amount receivable hereunder, then, in any such case, Borrowers, jointly and severally, 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 reasonably 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, it shall promptly notify Borrower Representative Borrowers 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 Borrowers shall, absent manifest error, be final, conclusive presumptively correct and binding for all purposes unless, within fifteen days following the date of such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis for such objection in detailpurposes.

Changes in Tax Laws. In the event that, subsequent to the Original Closing Date: , (1i) any changes in any existing law, regulation, treaty, treaty or directive or official pronouncement having in the force of law interpretation or application thereof, or (2ii) any new law, regulation, treaty, treaty or directive enacted or any interpretation or application thereof, or or (3iii) compliance by any Agent or any 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 any Agent or any 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 issued hereunder, or change the basis of taxation of payments to such Agent or such Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local 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 such Agent or such Lender), ; or (2) does or shall impose on any Agent or any Lender any other condition or increased cost in connection with the transactions contemplated hereby or participations herein; and the result of any of the foregoing is to increase the cost to such Agent or such Lender of issuing any Lender Letter of Credit or making or continuing any Loan hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, Borrowers, jointly and severally, Borrower shall promptly pay to such Agent or such Lender, upon its demandwithin thirty (30) days after receipt of a request by such Agent or such Lender, any additional amounts necessary to compensate such Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as reasonably determined by such Agent or such Lender with respect to this Agreement or the other Loan Documents. If any Agent or any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Borrower Representative of the event by reason of which such Agent or such Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by such Agent or any Lender to Borrower Representative shall, absent manifest error, be final, conclusive and binding for all purposes unless, within fifteen days following the date of such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis for such objection in detailpurposes.

Changes in Tax Laws. In the event that, subsequent to the Original Closing Date: , (1) any changes in any existing law, regulation, treaty, treaty or directive or official pronouncement having in the force of law interpretation or application thereof, or (2) any new law, regulation, treaty, treaty or directive enacted or any interpretation or application thereof, or or (3) compliance by Agent or any Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality, : (a) does or shall subject Agent or any Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any the Loans made hereunder, or change the basis of taxation of payments to Agent or such Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Agent or such Lender), ; or and the result of any of the foregoing is to increase the cost to Agent or any such Lender of making or continuing any Loan the Loans hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, Borrowers, jointly and severally, Borrower shall promptly pay to Agent or such Lender, upon its demand, any additional amounts necessary to compensate Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as reasonably 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, it shall promptly notify Borrower Representative 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 Representative shall, absent manifest error, be final, conclusive and binding for all purposes unless, within fifteen days following the date of such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis for such objection in detailpurposes.

Changes in Tax Laws. In the event that, subsequent to the Original Closing Date: initial advance under the Loan, (1) any changes in any existing law, regulation, treaty, treaty or directive or official pronouncement having in the force of law interpretation or application thereof, or (2) any new law, regulation, treaty, treaty or directive enacted or any interpretation or application thereof, or or (3) compliance by Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality, : (A) does or shall subject Lender to any tax of any kind whatsoever with respect to this Agreement, Agreement or the other Loan Documents or any Loans made hereunderDocuments, or change the basis of taxation of payments to Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), ; or (B) does or shall impose on Lender any other condition or increased cost in connection with the transactions contemplated hereby or participations herein; and the result of any of the foregoing is to increase the cost to Lender of making or continuing any the Loan hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, Borrowers, jointly and severally, 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 reasonably 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, 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 unless, within fifteen days following the date of such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis for such objection in detail.the

Changes in Tax Laws. In the event that, subsequent to after the Original Closing Date: date hereof (or in the case of an assignee or participant, the date of the relevant assignment or sale of a participation), (1) any changes in any existing law, regulation, treaty, treaty or directive or official pronouncement having in the force of law administration, interpretation or application thereof, or (2) any new law, regulation, treaty, treaty or directive enacted or any administration, interpretation or application thereof, or or (3) compliance by Lender with any request request, guideline or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality, Governmental Authority: 17 (i) does or shall subject Agent or any Lender to any tax of any kind whatsoever with respect to this Agreement, the or any other Loan Documents or any Loans made or Letters of Credit issued hereunder, or change the basis of taxation of payments to Agent or such Lender of principal, fees, interest or any other amount payable hereunder in respect thereof (except for income taxes the imposition of, or franchise taxes imposed generally by federal, state or local taxing authorities with respect to interest or commitment or other fees payable hereunder or changes any change in the rate of tax of, any Excluded Tax); or (ii) does or shall impose on Agent or any Lender any other condition, cost or expense in connection with the overall net income of Lender), transactions contemplated hereby or participations herein; and the result of any of the foregoing is to increase the cost to Agent or any such Lender of issuing or maintaining any Letter of Credit or making or continuing 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, Borrowers, jointly and severally, Borrower shall promptly pay to Agent or such Lender, upon its demanddemand with reasonable documentation thereof, any additional amounts necessary to compensate Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as reasonably determined by Agent or such Lender; provided that Agent or such Lender with respect shall not be entitled to this Agreement any such amounts to the extent that the event giving rise to such additional cost or reduced amount receivable occurred more than 180 days prior to the other Loan Documentsdate such notice and demand is given to the Borrower; provided, however, that if the event giving rise to such additional cost or reduced amount receivable has a retroactive effect, then such 180-day period shall be extended to include the period of such retroactive effect. If Agent or such Lender becomes aware that it is entitled to claim any additional amounts pursuant to this subsectionSECTION 1.9(b), it shall promptly notify Borrower Representative 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 Representative shall(with a copy to Agent if applicable) shall be presumptive evidence of the amount due. Borrower shall be presumptive evidence of the amount due. Borrower shall pay Agent or such Lender, absent manifest erroras the case may be, be final, conclusive and binding for all purposes unless, the amount shown as due on any such certificate within fifteen ten (10) days following after the date of such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis for such objection in detailreceipt thereof.

Changes in Tax Laws. In the event that, subsequent to the Original Closing Date: (1) any changes in any existing law, regulation, treaty, directive or official pronouncement having the force of law or application thereof, or (2) any new law, regulation, treaty, directive enacted or application thereof, or (3) compliance by Lender with any request or directive (having the force of law) from any governmental authority, agency or instrumentality, does or shall subject 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 of principal, fees, interest or any other amount payable hereunder (except for income taxes or franchise taxes imposed generally by federal, state or local 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), and the result of any of the foregoing is to increase the cost to Lender of making or continuing any Loan hereunder, or to reduce any amount receivable hereunder, then, in any such case, Borrowers, jointly and severally, 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 reasonably 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, 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 unless, within fifteen days following the date of such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis for such objection in detail.

Changes in Tax Laws. In the event that, subsequent to the Original Closing Date: , (1i) any changes in any existing law, regulation, treaty, treaty or directive or official pronouncement having in the force of law interpretation or application thereof, or (2ii) any new law, regulation, treaty, treaty or directive enacted or any interpretation or application thereof, or or (3iii) compliance by Lender CoBank with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality, Governmental Authority: (i) does or shall subject Lender CoBank to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made or any Letters of Credit issued hereunder, or change the basis of taxation of payments to Lender CoBank of principal, fees, interest or any other amount payable hereunder (except for net income taxes taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local 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 LenderCoBank), ; or (ii) does or shall impose on CoBank any other condition or increased cost in connection with the transactions contemplated hereby or participations herein; and the result of any of the foregoing is to increase the cost to Lender CoBank of making or continuing any Loan or of issuing any Letters of Credit hereunder, or to reduce any amount receivable hereunder, then, in any such case, Borrowers, jointly and severally, Borrower shall promptly pay to LenderCoBank, upon its demand, any additional amounts necessary to compensate LenderCoBank, on an after-tax basis, for such additional cost or reduced amount receivable, as reasonably determined by Lender CoBank with respect to this Agreement or the other Loan Documents. If Lender CoBank becomes entitled to claim any additional amounts pursuant to this subsectionSubsection 1.13, it shall promptly notify Borrower Representative of the event by reason of which Lender CoBank has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender CoBank to Borrower Representative shall, absent manifest error, be final, conclusive and binding for all purposes unless, within fifteen days following purposes. There is no limitation on the date number of times such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis for such objection in detailcertificate may be submitted.

Changes in Tax Laws. In the event that, subsequent to the Original Closing Date:, (1i) any changes in any existing law, regulation, treaty, treaty or directive or official pronouncement having in the force of law interpretation or application thereof, or (2ii) any new law, regulation, treaty, treaty or directive enacted or any interpretation or application thereof, or or (3iii) compliance by a 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 to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made hereunderthe Loan, or change the basis of taxation of payments to Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local 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), ; or (2) does or shall impose on Lender any other condition or increased cost in connection with the transactions contemplated hereby or participations herein; and the result of any of the foregoing is to increase the cost to Lender of making or continuing any Loan hereunder, as the case may be, or to reduce any amount receivable hereunder, ; then, in any such case, Borrowers, jointly and severally, Borrower shall promptly pay to Lender, upon its notice and demand, any additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as reasonably determined by Lender with respect to this Agreement or the other Loan Documents. If Lender Xxxxxx becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Borrower Representative of the event by reason of which Lender Xxxxxx has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender Xxxxxx to Borrower Representative shall, absent manifest error, be final, conclusive and binding for all purposes unless, within fifteen days following the date of such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis for such objection in detailpurposes.

Changes in Tax Laws. In the event thatthat by reason of any new law, subsequent to the Original Closing Date: (1) regulation or requirement or any changes change in any existing law, regulationregulation or requirement or in the interpretation thereof by an official authority, treaty, directive or official pronouncement having the force imposition of law any requirement of any central bank whether or application thereof, or (2) any new law, regulation, treaty, directive enacted or application thereof, or (3) compliance by Lender with any request or directive (not having the force of law, (i) from any governmental authorityBank shall, agency or instrumentality, does or shall subject 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 of principal, fees, interest or any other amount payable hereunder (except for income taxes or franchise taxes imposed generally by federal, state or local 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), and the result of any of the foregoing is to increase the cost to Lender of making or continuing any Loan hereunder, or to reduce any amount receivable hereunder, then, in any such case, Borrowers, jointly and severally, 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 reasonably determined by Lender with respect to this Agreement or any transaction under this Agreement, be subject to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever (other than any tax imposed upon the total net income of such Bank or imposed on or calculated with respect 17 to the value of the assets of such Bank) or (ii) any change shall occur in the taxation of any Bank with respect to any LIBOR Loan and the interest payable thereon (other than any change which affects, and to the extent that it affects, the taxation of the total net income of such Bank or imposed on or calculated with respect to the value of the assets of such Bank), and if any such measures or any other similar measure shall result in an increase in the cost to such Bank of making or maintaining any LIBOR Loan Documents. If Lender becomes entitled to claim any additional amounts pursuant to this subsectionor in a reduction in the amount of principal, it interest or Facility Fee receivable by such Bank in respect thereof, then such Bank shall promptly notify Borrower Representative of the event by reason of which Lender has become so entitledCompany stating the reasons therefor. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower Representative shallsuch increased cost or reduced amount (hereinafter in this Section 3.2 collectively called "Increased Costs") as a result of any event mentioned in this Section 3.2, absent manifest error, be final, conclusive and binding for all purposes unless, within fifteen days following the date of such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis calculations therefor, shall be submitted by such Bank to the Company for its review. The Company shall pay such Increased Costs for such objection period of time prior to the date such certificate is received by the Company during which such Regulatory Change, by its terms, applies retroactively to any period of time prior to the date such Regulatory Change became effective. In addition, the Company shall pay such Increased Costs incurred by such Bank on and after the date such certificate is received by the Company unless the Company, notwithstanding any other provision of this Agreement, promptly, (i) upon at least three (3) Banking Days' prior written notice to such Bank and the Administrative Agent, prepays the affected LIBOR Loans in detailfull or converts all LIBOR Loans to Alternate Base Rate Loans regardless of the interest period thereof, or (ii) terminates the Commitment of such Bank pursuant to Section 2.5 hereof (provided that the Company shall pay such Increased Costs on any LIBOR Loans from such Bank which remain outstanding). If any Bank receives such additional consideration from the Company pursuant to this Section 3.2 and thereafter obtains the benefits of any refund, deduction or credit for any taxes or other amounts on account of which such additional consideration has been paid, such Bank shall pay to the Company its allocable share thereof and shall reimburse the Company to the extent, but only to the extent, that such Bank shall have actually received a refund of such taxes or other amounts together with any interest thereon or an effective net reduction in taxes or other governmental charges (including any taxes imposed on or measured by the total net income of such Bank) of the United States or any state or subdivision thereof by virtue of any such deduction or credit, after first giving effect to all other deductions and credits otherwise available to such Bank. If, at the time any audit of such Bank's income tax return by any taxing agency is completed, such Bank determines, based on such audit, that it was not entitled to the full amount of any refund reimbursed to the Company as aforesaid or that its net income taxes are not reduced by a credit or deduction for the full amount of taxes reimbursed to the Company as aforesaid, the Company, upon demand of such Bank, will promptly pay to such Bank the amount so refunded to which such Bank was not so entitled, or the amount by which the net income taxes of such Bank were not so reduced, as the case may be. The provisions of this Section 3.2 shall survive the termination of this Agreement.

Changes in Tax Laws. In the event that, subsequent to the Original Closing Date: , (1) any changes in any existing law, regulation, treaty, treaty or directive or official pronouncement having in the force of law interpretation or application thereof, or (2) any new law, regulation, treaty, treaty or directive enacted or any interpretation or application thereof, or or (3) compliance by Lender Xxxxxx with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality, : (a) does or shall subject Lender Xxxxxx to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Revolving Loans made or Lender Guaranties issued hereunder, or change the basis of taxation of payments to Lender Xxxxxx of principal, fees, interest or any other amount payable hereunder (except for net income taxes taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local taxing authorities with respect to interest or commitment or other fees payable hereunder hereunder); or (b) does or changes shall impose on Xxxxxx any other condition or increased cost in connection with the rate of tax on the overall net income of Lender), transactions contemplated hereby; and the result of any of the foregoing is to increase the cost to Xxxxxx of issuing any Lender of Guaranties or making or continuing any Loan Revolving Loans hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, Borrowers, jointly and severally, Borrower shall promptly pay to LenderXxxxxx, upon its demand, any additional amounts necessary to compensate LenderXxxxxx, on an after-tax basis, for such additional cost or reduced amount receivable, as reasonably determined by Lender Xxxxxx with respect to this Agreement or the other Loan Documents. If Lender Xxxxxx becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Borrower Representative of the event by reason of which Lender Xxxxxx has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender Xxxxxx to Borrower Representative shall, absent manifest error, be finalsufficient to create an obligation of Borrower to pay Xxxxxx. If thereafter Borrower shows or Xxxxxx realizes that a computation error has occurred, conclusive and binding for all purposes unless, within fifteen days following Xxxxxx shall refund Borrower in the date of such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis for such objection in detailappropriate amount.

Changes in Tax Laws. In the event that, subsequent to the Original Closing Date: , (1i) any changes in any existing law, regulation, treaty, treaty or directive or official pronouncement having in the force of law interpretation or application thereof, or (2ii) any new law, regulation, treaty, treaty or directive enacted or any interpretation or application thereof, or or (3iii) compliance by 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 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 of principal, fees, interest or any other amount payable hereunder (except for net income taxes taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local 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), ; or (2) does or shall impose on Lender any other condition or increased cost in connection with the transactions contemplated hereby or participations herein; and the result of any of the foregoing is to increase the cost to Lender of making or continuing any Loan hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, Borrowers, jointly and severally, 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 reasonably 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, it shall promptly notify Borrower Representative Borrowers 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 Borrowers shall, absent manifest error, be final, conclusive and binding for all purposes unless, within fifteen days following the date of such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis for such objection in detailpurposes.

Changes in Tax Laws. In the event that, subsequent to the Original Closing Date: , (1i) any changes in any existing law, regulation, treaty, treaty or directive or official pronouncement having in the force of law interpretation or application thereof, or (2ii) any new law, regulation, treaty, treaty or directive enacted or any interpretation or application thereof, or or (3iii) compliance by Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality, Governmental Authority (x) does or shall subject 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 of principal, fees, interest or any other amount payable hereunder (except for net income taxes or franchise taxes imposed generally by federalin lieu of net income taxes, state or local taxing authorities with respect to interest or commitment or other fees payable hereunder or changes in the rate of tax such taxes); or (y) does or shall impose on Lender any other condition or increased cost in connection with the overall net income of Lender), transactions contemplated hereby; and the result of any of the foregoing is to increase the cost to Lender of making or continuing any Loan hereunder, or to reduce any amount receivable hereunder, as the case may be, then, in any such case, Borrowers, jointly and severally, the 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 reasonably 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 subsectionSubsection 1.9, 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 unless, within fifteen days following purposes. There is no limitation on the date number of times such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis for such objection in detailcertificate may be submitted.

Changes in Tax Laws. In the event thatthat by reason of any new law, subsequent to the Original Closing Date: (1) regulation or requirement or any changes change in any existing law, regulationregulation or requirement or in the interpretation thereof by an official authority, treaty, directive or official pronouncement having the force imposition of law any requirement of any central bank whether or application thereof, or (2) any new law, regulation, treaty, directive enacted or application thereof, or (3) compliance by Lender with any request or directive (not having the force of law, (i) from any governmental authorityBank shall, agency or instrumentality, does or shall subject 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 of principal, fees, interest or any other amount payable hereunder (except for income taxes or franchise taxes imposed generally by federal, state or local 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), and the result of any of the foregoing is to increase the cost to Lender of making or continuing any Loan hereunder, or to reduce any amount receivable hereunder, then, in any such case, Borrowers, jointly and severally, 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 reasonably determined by Lender with respect to this Agreement or any transaction under this Agreement, be subject to any tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever (other than any tax imposed upon the total net income of such Bank or imposed on or calculated with respect to the value of the assets of such Bank) or (ii) any change shall occur in the taxation of any Bank with respect to any LIBOR Loan and the interest payable thereon (other than any change which affects, and to the extent that it affects, the taxation of the total net income of such Bank or imposed on or calculated with respect to the value of the assets of such Bank), and if any such measures or any other similar measure shall result in an increase in the cost to such Bank of making or maintaining any LIBOR Loan Documents. If Lender becomes entitled to claim any additional amounts pursuant to this subsectionor in a reduction in the amount of principal, it interest or Facility Fee receivable by such Bank in respect thereof, then such Bank shall promptly notify Borrower Representative of the event by reason of which Lender has become so entitledCompany stating the reasons therefor. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower Representative shallsuch increased cost or reduced amount (hereinafter in this Section 3.2 collectively called "Increased Costs") as a result of any event mentioned in this Section 3.2, absent manifest error, be final, conclusive and binding for all purposes unless, within fifteen days following the date of such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis calculations therefor, shall be submitted by such Bank to the Company for its review. The Company shall pay such Increased Costs for such objection period of time prior to the date such certificate is received by the Company during which such Regulatory Change, by its terms, applies retroactively to any period of time prior to the date such Regulatory Change became effective. In addition, the Company shall pay such Increased Costs incurred by such Bank on and after the date such certificate is received by the Company unless the Company, notwithstanding any other provision of this Agreement, promptly, (i) upon at least three (3) Banking Days' prior written notice to such Bank and the Administrative Agent, prepays the affected LIBOR Loans in detailfull or converts all LIBOR Loans to Alternate Base Rate Loans regardless of the interest period thereof, or (ii) terminates the Commitment of such Bank pursuant to Section 2.5 hereof (provided that the Company shall pay such Increased Costs on any LIBOR Loans from such Bank which remain outstanding). If any Bank receives such additional consideration from the Company pursuant to this Section 3.2 and thereafter obtains the benefits of any refund, deduction or credit for any taxes or other amounts on account of which such additional consideration has been paid, such Bank shall pay to the Company its allocable share thereof and shall reimburse the Company to the extent, but only to the extent, that such Bank shall have actually received a refund of such taxes or other amounts together with any interest thereon or an effective net reduction in taxes or other governmental charges (including any taxes imposed on or measured by the total net income of such Bank) of the United States or any state or subdivision thereof by virtue of any such deduction or credit, after first giving effect to all other deductions and credits otherwise available to such Bank. If, at the time any audit of such Bank's income tax return by any taxing agency is completed, such Bank determines, based on such audit, that it was not entitled to the full amount of any refund reimbursed to the Company as aforesaid or that its net income taxes are not reduced by a credit or deduction for the full amount of taxes reimbursed to the Company as aforesaid, the Company, upon demand of such Bank, will promptly pay to such Bank the amount so refunded to which such 15 Bank was not so entitled, or the amount by which the net income taxes of such Bank were not so reduced, as the case may be. The provisions of this Section 3.2 shall survive the termination of this Agreement.

Changes in Tax Laws. In the event that, subsequent to after the Original Closing Date: date hereof (or in the case of a Qualified Assignee or participant, the date of the relevant assignment or sale of a participation), (1) any changes in any existing law, regulation, treaty, treaty or directive or official pronouncement having in the force of law administration, interpretation or application thereof, or (2) any new law, regulation, treaty, treaty or directive enacted or any administration, interpretation or application thereof, or or (3) compliance by Lender with any request request, guideline or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality, Governmental Authority: (i) does or shall subject Agent or any Lender to any tax of any kind whatsoever with respect to this Agreement, the or any other Loan Documents or any Loans the Term Loan made hereunder, or change the basis of taxation of payments to Agent or such Lender of principal, fees, interest or any other amount payable hereunder in respect thereof (except for income taxes the imposition of, or franchise taxes imposed generally by federal, state or local taxing authorities with respect to interest or commitment or other fees payable hereunder or changes any change in the rate of tax of, any Excluded Tax); or (ii) does or shall impose on Agent or any Lender any other condition, cost or expense in connection with the overall net income of Lender), transactions contemplated hereby 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 any Loan hereunderthe Term Loan, as the case may be, or to reduce any amount receivable hereunderhereunder or under any other Loan Document, then, in any such case, Borrowers, jointly and severally, Borrower shall promptly pay to Agent or such Lender, upon its demanddemand with reasonable documentation thereof, any additional amounts necessary to compensate Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as reasonably determined by Agent or such Lender; provided that Agent or such Lender with respect shall not be entitled to this Agreement any such amounts to the extent that the event giving rise to such additional cost or reduced amount receivable occurred more than six (6) months prior to the other Loan Documentsdate such notice and demand is given to the Borrower; provided, however, that if the event giving rise to such additional cost or reduced amount receivable has a retroactive effect, then such 6-month period shall be extended to include the period of such retroactive effect. If Agent or such Lender becomes aware that it is entitled to claim any additional amounts pursuant to this subsectionSection 2.9(b), it shall promptly notify Borrower Representative 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 Representative shall(with a copy to Agent if applicable) shall be presumptive evidence of the amount due. Borrower shall pay Agent or such Lender, absent manifest erroras the case may be, be final, conclusive and binding for all purposes unless, the amount shown as due on any such certificate within fifteen ten (10) days following after the date of such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis for such objection in detailreceipt thereof.

Changes in Tax Laws. In the event that, subsequent to the Original Closing Date: , (1) any changes in any existing law, regulation, treaty, treaty or directive from any Governmental Authority or official pronouncement having in the force of law interpretation or application thereofthereof by any Governmental Authority, or (2) any new law, regulation, treaty, treaty or directive from any Governmental Authority enacted or any new interpretation or application thereof, or or (3) compliance by any Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency Governmental Authority made or instrumentality, issued after the Closing Date: (i) does or shall subject any Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans the Loan made hereunder, or change the basis of taxation of payments to any Lender of principal, fees, interest or any other amount payable hereunder (except for income taxes Excluded Taxes); or (ii) does or franchise taxes imposed generally by federal, state shall impose on any Lender any other condition or local taxing authorities increased cost in connection with respect to interest the transactions contemplated hereby or commitment or other fees payable hereunder or changes in the rate of tax on the overall net income of Lenderparticipations herein (except for Excluded Taxes), ; and the result of any of the foregoing is to increase the cost to any Lender of making or continuing any the Loan hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, Borrowers, jointly and severally, Borrower shall promptly pay to such Lender, upon its demand, any additional amounts necessary to compensate such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as reasonably determined by such Lender with respect to this Agreement or the other Loan Documents. If any Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection, it shall promptly notify Borrower Representative of the event by reason of which such Lender has become so entitled. The Lender shall promptly notify Borrower if the event underlying Lender’s claim to any additional amounts pursuant to this Section is no longer applicable. A certificate as to any additional amounts payable pursuant to the foregoing sentence and a calculation thereof in reasonable detail submitted by such Lender to Borrower Representative shall, absent manifest error, be final, conclusive and binding for all purposes unless, within fifteen days following the date of such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis for such objection in detailpurposes.

Changes in Tax Laws. In the event that, subsequent to the Original Closing Date: , (1i) any changes in any existing law, regulation, treaty, treaty or directive or official pronouncement having in the force of law interpretation or application thereof, or (2ii) any new law, regulation, treaty, treaty or directive enacted or any interpretation or application thereof, or or (3iii) compliance by Lender any Holder with any request or directive (whether or not having the force of law) from any governmental authorityGovernmental Authority, agency or instrumentality, : (a) does or shall subject Lender any Holder to any tax of any kind whatsoever with respect to this Agreement, the other Loan Transaction Documents or any Loans made hereunderObligations, or change the basis of taxation of payments to Lender such Holder of principal, fees, interest or any other amount payable hereunder (except for income taxes Excluded Taxes); or (b) does or franchise taxes imposed generally by federal, state shall impose on any Holder any other condition or local taxing authorities increased cost in connection with respect to interest the transactions contemplated hereby or commitment or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), participations herein; and the result of any of the foregoing is to increase the cost to Lender such Holder of making or continuing to hold any Loan Note hereunder, or to reduce any amount receivable hereunder, then, in any such case, Borrowers, jointly and severally, the Company shall promptly pay to Lendersuch Holder, upon its demand, any additional amounts necessary to compensate Lendersuch Holder, on an after-tax basis, for such additional cost or reduced amount receivable, as reasonably determined by Lender such Holder with respect to this Agreement or the other Loan Transaction Documents. If Lender such Holder becomes entitled to claim any additional amounts pursuant to this subsectionsubsection 1.5(B), it shall promptly notify Borrower Representative the Company of the event by reason of which Lender such Holder has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender such Holder to Borrower Representative the Company shall, absent manifest error, be final, conclusive and binding for all purposes unlesspurposes. If a Holder becomes entitled to any tax credit or receives any refund in respect of any Taxes paid by the Company under this Section 1.5, within fifteen days following such Holder shall return to the date Company an amount equal to the lesser of (x) the amount of such certificatecredit or refund (including any interest evidenced therein), Borrower Representative delivers as the case may be, and (y) the amount of Taxes so paid by the Company that gave rise to Lender such credit or refund. Any payment to be made by such Holder to the Company pursuant to the preceding sentence shall be made at the time, and solely to the extent, that (i) in the case of a written objection thereto setting forth refund, such refund is actually received by the substantive basis Holder and (ii) in the case of a credit, the payment of Taxes actually made by the Holder to a Governmental Authority is reduced as a direct result of such credit. The obligation of the Company to make a payment under this subsection 1.5(B) shall be subject to the Holder’s obligations to submit documentation similar to that described in the fourth sentence of subsection 1.5(A), as appropriate to reduce such tax or increased cost to the lowest limit permitted by law. Additionally, no payment shall be required under this subsection 1.5(B) to the extent that the change in tax law that would, but for this sentence, have required such objection in detailpayment occurred before the transfer of the Note to such Holder.

Changes in Tax Laws. In the event that, subsequent to the Original ------------------- Closing Date: , (1i) any changes in any existing law, regulation, treaty, treaty or directive or official pronouncement having in the force of law interpretation or application thereof, or (2ii) any new law, regulation, treaty, treaty or directive enacted or any interpretation or application thereof, or or (3iii) compliance by Lender CoBank with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality, Governmental Authority: (i) does or shall subject Lender CoBank to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made or any Letters of Credit issued hereunder, or change the basis of taxation of payments to Lender CoBank of principal, fees, interest or any other amount payable hereunder (except for net income taxes taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local 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 LenderCoBank), ; or (ii) does or shall impose on CoBank any other condition or increased cost in connection with the transactions contemplated hereby or participations herein; and the result of any of the foregoing is to increase the cost to Lender CoBank of making or continuing any Loan or of issuing any Letters of Credit hereunder, or to reduce any amount receivable hereunder, then, in any such case, Borrowers, jointly and severally, Borrower shall promptly pay to LenderCoBank, upon its demand, any additional amounts necessary to compensate LenderCoBank, on an after-tax basis, for such additional cost or reduced amount receivable, as reasonably determined by Lender CoBank with respect to this Agreement or the other Loan Documents. If Lender CoBank becomes entitled to claim any additional amounts pursuant to this subsectionSubsection 1.13, it shall promptly notify Borrower Representative of the event by reason of which Lender CoBank has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lender CoBank to Borrower Representative shall, absent manifest error, be final, conclusive and binding for all purposes unless, within fifteen days following purposes. There is no limitation on the date number of times such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis for such objection in detail.certificate may be submitted. Credit Agreement/SureWest Communications

Changes in Tax Laws. In the event that, subsequent to the Original Closing Date: initial advance under the Loan, (1) any changes in any existing law, regulation, treaty, treaty or directive or official pronouncement having in the force of law interpretation or application thereof, or (2) any new law, regulation, treaty, treaty or directive enacted or any interpretation or application thereof, or or (3) compliance by Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality, : (A) does or shall subject Lender to any tax of any kind whatsoever with respect to this Agreement, Agreement or the other Loan Documents or any Loans made hereunderDocuments, or change the basis of taxation of payments to Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local taxing authorities with respect to interest or commitment fees or other fees payable hereunder or changes in the rate of tax on the overall net income of Lender), ; or (B) does or shall impose on Lender any other condition or increased cost in connection with the transactions contemplated hereby or participations herein; and the result of any of the foregoing is to increase the cost to Lender of making or continuing any the Loan hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, Borrowers, jointly and severally, 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 reasonably 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, 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 (including a calculation of such amounts) submitted by Lender to Borrower Representative shall, absent manifest error, be final, conclusive and binding for all purposes unless, within fifteen days following the date of such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis for such objection in detailpurposes.

Changes in Tax Laws. In the event that, subsequent to the Original ------------------- Closing Date: , (1) any changes in any existing law, regulation, treaty, treaty or directive or official pronouncement having in the force of law interpretation or application thereof, or (2) any new law, regulation, treaty, treaty or directive enacted or any interpretation or application thereof, or or (3) compliance by Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality, : (A) does or shall subject Lender to any tax of any kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made hereunder, under this Agreement or change the basis of taxation of payments to Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local 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), ; or (B) does or shall impose on Lender any other condition or increased cost in connection with the transactions contemplated hereby or participations herein; and the result of any of the foregoing is to increase the cost to Lender of making or continuing any Loan hereundermade under this Agreement, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, Borrowers, jointly and severally, 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 reasonably 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, 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 unless, within fifteen days following the date of such certificate, Borrower Representative delivers to Lender a written objection thereto setting forth the substantive basis for such objection in detailpurposes.