Common use of Changes in Tax Laws Clause in Contracts

Changes in Tax Laws. In the event that, subsequent to the Closing Date, (1) any changes in any existing law, rule or regulation or in the interpretation or application thereof, (2) any new law, rule or regulation enacted or any interpretation or application thereof, 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 does or shall subject Agent or any Lender to any tax on the recording, registration, notarization or other formalization of the Loans or the Notes 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 hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, 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 determined by Agent or such Lender with respect to this Agreement or the other Loan Documents. Before making any such demand, Agent or such Lender shall designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such demand and will not, in the reasonable judgment of Agent or such Lender, be otherwise materially disadvantageous to Agent, the Lender or the Borrower in any respect. If Agent or such Lender becomes entitled to claim any additional amounts pursuant to this 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 be rebuttably presumed to be correct. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid hereunder and the method by which such amount or amounts were determined. The failure or delay of any Lender to demand compensation pursuant hereto shall not constitute a waiver of such Lender's right to demand such compensation; provided, however, that Borrower shall not be required to compensate a Lender pursuant hereto for any additional amounts more than six (6) months prior to the date that such demand for compensation is made (but if an event giving rise to such demand for compensation has retroactive effect, then, the retroactive period shall be tacked to such six (6) months period for purposes hereof).

Changes in Tax Laws. In the event that, subsequent to that by reason of any Regulatory Change of the Closing Datejurisdiction where the office of the Lender making a Loan is located, (1i) any changes in any existing lawLender shall, rule or regulation or in the interpretation or application thereof, (2) any new law, rule or regulation enacted or any interpretation or application thereof, 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 does or shall subject Agent or any Lender to any tax on the recording, registration, notarization or other formalization of the Loans or the Notes 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 hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, 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 determined by Agent or such 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 Lender or imposed on or calculated with respect to the value of the assets of such Lender) or (ii) any change shall occur in the taxation of any Lender with respect to any Loan and the interest payable thereon (other Loan Documents. Before making than any change which affects, and to the extent that it affects, the taxation of the total net income of such Lender or imposed on or calculated with respect to the value of the assets of such Lender), and if any such demandmeasures or any other similar measure shall result in an increase in the cost to such Lender of making or maintaining any Loan or in a reduction in the amount of principal, Agent interest or Facility Fee receivable by such Lender in respect thereof, then such Lender shall designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such demand and will not, in the reasonable judgment of Agent or such Lender, be otherwise materially disadvantageous to Agent, the Lender or the Borrower in any respect. If Agent or such Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Borrower of the event by reason of which Agent or such Lender has become so entitledCompany stating the reasons therefor. A certificate as to any additional amounts payable pursuant to such increased cost or reduced amount (hereinafter in this Section 3.2 collectively called "Increased Taxes") as a result of any event mentioned in this Section 3.2, setting forth the foregoing sentence calculations therefor, shall be submitted by Agent or such Lender to Borrower and Agent shall be rebuttably presumed to be correct. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid hereunder and the method by which such amount or amounts were determinedCompany for its review. The failure or delay Company shall pay such Increased Taxes for such period of any Lender to demand compensation pursuant hereto shall not constitute a waiver of such Lender's right to demand such compensation; provided, however, that Borrower shall not be required to compensate a Lender pursuant hereto for any additional amounts more than six (6) months time prior to the date that such demand for compensation certificate is made (but if an event giving rise received by the Company during which such Regulatory Change, by its terms, applies retroactively to any period of time prior to the date such demand for compensation has retroactive effect, thenRegulatory Change became effective. In addition, the retroactive period Company shall be tacked to pay such six (6) months period for purposes hereof).Increased Taxes incurred by such Lender on and after the date such certificate is received by the Company unless and until the Company, notwithstanding any other provision of this Agreement,

Changes in Tax Laws. In the event thatthat by reason of any new law, subsequent to the Closing Date, (1) regulation or requirement or any changes change in any existing law, rule regulation or regulation requirement or in the interpretation or application thereof, (2) any new law, rule or regulation enacted or any interpretation or application thereofthereof by an official authority, or (3) compliance by Agent or the imposition of any Lender with requirement of any request or directive (central bank whether or not having the force of law, (i) from any governmental authorityBank shall, agency or instrumentality does or shall subject Agent or any Lender to any tax on the recording, registration, notarization or other formalization of the Loans or the Notes 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 hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, 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 determined by Agent or such 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 Loan Documents. Before making 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 demand, Agent measures or any other similar measure shall result in an increase in the cost to such Lender shall designate Bank of making or maintaining any LIBOR Loan or in a different Lending Office if such designation will avoid the need for, or reduce reduction in the amount ofof principal, interest or Facility Fee receivable by such demand and will notBank in respect thereof, in the reasonable judgment of Agent or then such Lender, be otherwise materially disadvantageous to Agent, the Lender or the Borrower in any respect. If Agent or such Lender becomes entitled to claim any additional amounts pursuant to this subsection, it Bank shall promptly notify Borrower of the event by reason of which Agent or such Lender has become so entitledCompany stating the reasons therefor. A certificate as to any additional amounts payable pursuant such 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, setting forth the calculations therefor, shall be submitted by such Bank to the foregoing sentence submitted by Agent or such Lender to Borrower and Agent shall be rebuttably presumed to be correct. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid hereunder and the method by which such amount or amounts were determinedCompany for its review. The failure or delay Company shall pay such Increased Costs for such period of any Lender to demand compensation pursuant hereto shall not constitute a waiver of such Lender's right to demand such compensation; provided, however, that Borrower shall not be required to compensate a Lender pursuant hereto for any additional amounts more than six (6) months time prior to the date that such demand for compensation certificate is made (but if an event giving rise received by the Company during which such Regulatory Change, by its terms, applies retroactively to any period of time prior to the date such demand for compensation has retroactive effect, thenRegulatory Change became effective. In addition, the retroactive period Company shall be tacked to pay such six (6) months period for purposes hereof).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,

Changes in Tax Laws. In the event that, subsequent to that by reason of any Regulatory Change of the Closing Datejurisdiction where the office of the Lender making a Loan is located, (1i) any changes in any existing lawLender shall, rule or regulation or in the interpretation or application thereof, (2) any new law, rule or regulation enacted or any interpretation or application thereof, 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 does or shall subject Agent or any Lender to any tax on the recording, registration, notarization or other formalization of the Loans or the Notes 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 hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, 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 determined by Agent or such 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 Lender or imposed on or calculated with respect to the value of the assets of such Lender) or (ii) any change shall occur in the taxation of any Lender with respect to any Loan and the interest payable thereon (other Loan Documents. Before making than any change which affects, and to the extent that it affects, the taxation of the total net income of such Lender or imposed on or calculated with respect to the value of the assets of such Lender), and if any such demandmeasures or any other similar measure shall result in an increase in the cost to such Lender of making or maintaining any Loan or in a reduction in the amount of principal, Agent interest or Facility Fee receivable by such Lender in respect thereof, then such Lender shall designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such demand and will not, in the reasonable judgment of Agent or such Lender, be otherwise materially disadvantageous to Agent, the Lender or the Borrower in any respect. If Agent or such Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Borrower of the event by reason of which Agent or such Lender has become so entitledCompany stating the reasons therefor. A certificate as to any additional amounts payable pursuant to such increased cost or reduced amount (hereinafter in this Section 3.2 collectively called "Increased Taxes") as a result of any event mentioned in this Section 3.2, setting forth the foregoing sentence calculations therefor, shall be submitted by Agent or such Lender to Borrower and Agent shall be rebuttably presumed to be correct. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid hereunder and the method by which such amount or amounts were determinedCompany for its review. The failure or delay Company shall pay such Increased Taxes for such period of any Lender to demand compensation pursuant hereto shall not constitute a waiver of such Lender's right to demand such compensation; provided, however, that Borrower shall not be required to compensate a Lender pursuant hereto for any additional amounts more than six (6) months time prior to the date that such demand for compensation certificate is made (but if an event giving rise received by the Company during which such Regulatory Change, by its terms, applies retroactively to any period of time prior to the date such demand for compensation has retroactive effect, thenRegulatory Change became effective. In addition, the retroactive period Company shall be tacked to pay such six (6) months period for purposes hereof).Increased Taxes incurred by such Lender on and after the date such certificate is received by the Company unless, and until, the Company, notwithstanding any other provision of this Agreement,

Changes in Tax Laws. In the event that, subsequent to the Closing Date, (1i) any changes in any existing law, rule regulation, treaty or regulation directive or in the interpretation or application thereof, (2ii) any new law, rule regulation, treaty or regulation directive enacted or any interpretation or application thereof, or (3iii) 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 Governmental Authority (x) 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 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 in lieu of net income taxes, or changes in the rate of such taxes); or (y) does or shall impose on Lender any other condition or increased cost in connection with the recording, registration, notarization or other formalization of the Loans or the Notes transactions contemplated hereby; 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 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 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 determined by Agent or such Lender with respect to this Agreement or the other Loan Documents. Before making any such demand, Agent or such Lender shall designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such demand and will not, in the reasonable judgment of Agent or such Lender, be otherwise materially disadvantageous to Agent, the Lender or the Borrower in any respect. If Agent or such Lender becomes entitled to claim any additional amounts pursuant to this subsectionSubsection 1.9, 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 shall, absent manifest error, be final, conclusive and Agent shall binding for all purposes. There is no limitation on the number of times such a certificate may be rebuttably presumed to be correct. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid hereunder and the method by which such amount or amounts were determined. The failure or delay of any Lender to demand compensation pursuant hereto shall not constitute a waiver of such Lender's right to demand such compensation; provided, however, that Borrower shall not be required to compensate a Lender pursuant hereto for any additional amounts more than six (6) months prior to the date that such demand for compensation is made (but if an event giving rise to such demand for compensation has retroactive effect, then, the retroactive period shall be tacked to such six (6) months period for purposes hereof)submitted.

Changes in Tax Laws. In the event that, subsequent to after the Closing Datedate 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, rule regulation, treaty or regulation directive or in the administration, interpretation or application thereof, (2) any new law, rule regulation, treaty or regulation directive enacted or any administration, interpretation or application thereof, or (3) compliance by Agent or any 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: does or shall subject Agent or any Lender to any tax of any kind whatsoever with respect to this Agreement, 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 in respect thereof (except for the imposition of, or any change in the rate of, any Excluded Tax); or does or shall impose on Agent or any Lender any other condition, cost or expense in connection with the recording, registration, notarization transactions contemplated hereby or other formalization of the Loans or the Notes 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, 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 with respect to this Agreement or the other Loan Documents. Before making any such demand, Lender; provided that Agent or such Lender shall designate not be entitled to 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 date 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 different Lending Office if retroactive effect, then such designation will avoid 180-day period shall be extended to include the need for, or reduce the amount of, period of such demand and will not, in the reasonable judgment of Agent or such Lender, be otherwise materially disadvantageous to Agent, the Lender or the Borrower in any respectretroactive 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 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 (with a copy to Agent if applicable) shall be rebuttably presumed to be correct. Such certificate shall set forth the nature presumptive evidence of the occurrence giving rise to amount due. Borrower shall be presumptive evidence of the amount due. Borrower shall pay Agent or such compensationLender, as the case may be, the additional amount or amounts to be paid hereunder and shown as due on any such certificate within ten (10) days after the method by which such amount or amounts were determined. The failure or delay of any Lender to demand compensation pursuant hereto shall not constitute a waiver of such Lender's right to demand such compensation; provided, however, that Borrower shall not be required to compensate a Lender pursuant hereto for any additional amounts more than six (6) months prior to the date that such demand for compensation is made (but if an event giving rise to such demand for compensation has retroactive effect, then, the retroactive period shall be tacked to such six (6) months period for purposes hereof)receipt thereof.

Changes in Tax Laws. In the event that, subsequent to the Closing Date, (1) any changes in any existing law, rule regulation, treaty or regulation directive or in the interpretation or application thereof, (2) any new law, rule regulation, treaty or regulation directive enacted or any interpretation or application thereof, or (3) compliance by the Agent or any Lender with any request or directive (whether or not having the force of law) from any governmental authority, agency or instrumentality instrumentality: (i) does or shall subject the 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 the Lender Guaranties or the Letters of Credit issued hereunder, or change the basis of taxation of payments to the Agent or such Lender of principal, fees, interest or any other amount payable hereunder (except for net income 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 the Agent or tax on the recording, registration, notarization or other formalization overall net income of the Loans Agent or such Lender); or (ii) does or shall impose on the Notes Agent or any Lender any other condition or increased cost (other than those determined in accordance with Section 2.9) in connection with the transactions contemplated hereby or participations herein; and the result of any of the foregoing is to increase the cost to the Agent or any such Lender of issuing any 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, the Borrower shall promptly pay to the Agent or such Lender, upon its demand, any additional amounts necessary to compensate the Agent or such Lender, on an after-tax basis, for such additional cost or reduced amount receivable, as determined by the Agent or such Lender with respect to this Agreement or the other Loan Documents. Before making any such demand, Agent or such Lender shall designate a different Lending Office if such designation will avoid If the need for, or reduce the amount of, such demand and will not, in the reasonable judgment of Agent or such Lender, be otherwise materially disadvantageous to Agent, the Lender or the Borrower in any respect. If Agent or such Lender becomes entitled to claim any additional amounts pursuant to this subsectionSection, it shall promptly notify the Borrower of the event by reason of which the Agent or such Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or such Lender to the Borrower and the Agent shall shall, absent manifest error, be rebuttably presumed to be correct. Such certificate shall set forth the nature of the occurrence giving rise to such compensationfinal, the additional amount or amounts to be paid hereunder conclusive and the method by which such amount or amounts were determined. The failure or delay of any Lender to demand compensation pursuant hereto shall not constitute a waiver of such Lender's right to demand such compensation; provided, however, that Borrower shall not be required to compensate a Lender pursuant hereto binding for any additional amounts more than six (6) months prior to the date that such demand for compensation is made (but if an event giving rise to such demand for compensation has retroactive effect, then, the retroactive period shall be tacked to such six (6) months period for purposes hereof)all purposes.

Changes in Tax Laws. In the event thatthat by reason of any new law, subsequent to the Closing Date, (1) regulation or requirement or any changes change in any existing law, rule regulation or regulation requirement or in the interpretation or application thereof, (2) any new law, rule or regulation enacted or any interpretation or application thereofthereof by an official authority, or (3) compliance by Agent or the imposition of any Lender with requirement of any request or directive (central bank whether or not having the force of law, (i) from any governmental authorityBank shall, agency or instrumentality does or shall subject Agent or any Lender to any tax on the recording, registration, notarization or other formalization of the Loans or the Notes 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 hereunder, as the case may be, or to reduce any amount receivable hereunder, then, in any such case, 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 determined by Agent or such 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 Loan Documents. Before making 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 demand, Agent measures or any other similar measure shall result in an increase in the cost to such Lender shall designate Bank of making or maintaining any LIBOR Loan or in a different Lending Office if such designation will avoid the need for, or reduce reduction in the amount ofof principal, interest or Facility Fee receivable by such demand and will notBank in respect thereof, in the reasonable judgment of Agent or then such Lender, be otherwise materially disadvantageous to Agent, the Lender or the Borrower in any respect. If Agent or such Lender becomes entitled to claim any additional amounts pursuant to this subsection, it Bank shall promptly notify Borrower of the event by reason of which Agent or such Lender has become so entitledCompany stating the reasons therefor. A certificate as to any additional amounts payable pursuant such 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, setting forth the calculations therefor, shall be submitted by such Bank to the foregoing sentence submitted by Agent or such Lender to Borrower and Agent shall be rebuttably presumed to be correct. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid hereunder and the method by which such amount or amounts were determinedCompany for its review. The failure or delay Company shall pay such Increased Costs for such period of any Lender to demand compensation pursuant hereto shall not constitute a waiver of such Lender's right to demand such compensation; provided, however, that Borrower shall not be required to compensate a Lender pursuant hereto for any additional amounts more than six (6) months time prior to the date that such demand for compensation certificate is made (but if an event giving rise received by the Company during which such Regulatory Change, by its terms, applies retroactively to any period of time prior to the date such demand for compensation has retroactive effect, thenRegulatory Change became effective. In addition, the retroactive period Company shall be tacked to pay such six (6) months period for purposes hereof).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,

Changes in Tax Laws. In the event that, subsequent to after the Closing Datedate hereof, (1i) any changes in any existing law, rule regulation, treaty or regulation directive or in the interpretation or application thereof, (2ii) any new law, rule regulation, treaty or regulation directive enacted or any interpretation or application thereof, or (3iii) 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 does or shall subject Agent or any Lender to any tax of any kind whatsoever or causes the withdrawal or termination of a previously granted tax exemption with respect to this Agreement, the Other Documents or any Loans made, 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 or capital taxes, or franchise taxes imposed in lieu of net income taxes or capital taxes, or changes in the rate of tax on the recording, registration, notarization overall net income or other formalization capital of the Loans Agent or the Notes such Lender) 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 hereunder, as the case may be, or to reduce any amount receivable hereunder, ; then, in any such case, Borrower Borrowers 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 determined by Agent or such Lender with respect to this Agreement or the other Loan Other Documents. Before making any such demand, Agent or such Lender shall designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such demand and will not, in the reasonable judgment of Agent or such Lender, be otherwise materially disadvantageous to Agent, the Lender or the Borrower in any respect. If Agent or such any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Borrower Borrowers of the event by reason of which Agent or such Lender has become so entitledentitled (with any such Lender concurrently notifying Agent). A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or such Lender to Borrower and Agent shall be rebuttably presumed to be correct. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid hereunder and the method by which such amount or amounts were determined. The failure or delay of any Lender to demand compensation pursuant hereto shall not constitute a waiver of such Lender's right to demand such compensation; providedBorrowers shall, howeverabsent manifest error, that Borrower shall not be required to compensate a Lender pursuant hereto final, conclusive and binding for any additional amounts more than six (6) months prior to the date that such demand for compensation is made (but if an event giving rise to such demand for compensation has retroactive effect, then, the retroactive period shall be tacked to such six (6) months period for purposes hereof)all purposes.

Changes in Tax Laws. In the event that, subsequent to after the Closing Datedate 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, rule regulation, treaty or regulation directive or in the administration, interpretation or application thereof, (2) any new law, rule regulation, treaty or regulation directive enacted or any administration, interpretation or application thereof, or (3) compliance by Agent or any 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: does or shall subject Agent or any Lender to any tax on the recordingof any kind whatsoever with respect to this Agreement, registration, notarization or any other formalization of the Loans Loan Documents or the Notes Term Loan C made, or change the basis of taxation of payments to Agent or such Lender in respect thereof (except for the imposition of, or any change in the rate of, any Excluded Tax); or does or shall impose on Agent or any Lender any other condition, cost or expense in connection with the 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 the Term Loan C 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 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 with respect to this Agreement or the other Loan Documents. Before making any such demand, Lender; provided that Agent or such Lender shall designate not be entitled to 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 date 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 different Lending Office if retroactive effect, then such designation will avoid 180-day period shall be extended to include the need for, or reduce the amount of, period of such demand and will not, in the reasonable judgment of Agent or such Lender, be otherwise materially disadvantageous to Agent, the Lender or the Borrower in any respectretroactive 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 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 (with a copy to Agent if applicable) shall be rebuttably presumed to be correct. Such certificate shall set forth the nature presumptive evidence of the occurrence giving rise to amount due. Borrower shall be presumptive evidence of the amount due. Borrower shall pay Agent or such compensationLender, as the case may be, the additional amount or amounts to be paid hereunder and shown as due on any such certificate within ten (10) days after the method by which such amount or amounts were determined. The failure or delay of any Lender to demand compensation pursuant hereto shall not constitute a waiver of such Lender's right to demand such compensation; provided, however, that Borrower shall not be required to compensate a Lender pursuant hereto for any additional amounts more than six (6) months prior to the date that such demand for compensation is made (but if an event giving rise to such demand for compensation has retroactive effect, then, the retroactive period shall be tacked to such six (6) months period for purposes hereof)receipt thereof.