Common use of Changes in Tax Laws Clause in Contracts

Changes in Tax Laws. In the event that by reason of any Regulatory Change of the jurisdiction where the office of the Lender making a Loan is located, (i) any Lender shall, 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 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 measures 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, interest or Facility Fee receivable by such Lender in respect thereof, then such Lender shall promptly notify the Company stating the reasons therefor. A certificate as to any 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 calculations therefor, shall be submitted by such Lender to the Company for its review. The Company shall pay such Increased Taxes for such 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 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 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 reason 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 Regulatory Change of the jurisdiction where foregoing is to increase the office 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 making a Loan is located, (i) any Lender shall, 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 (the 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 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 Documents. Before making any such measures demand, Agent 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, 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 Company stating the reasons thereforevent by reason of which Agent or such Lender has become so entitled. A certificate as to any 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 additional amounts payable pursuant to the calculations therefor, shall be 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 Company for its reviewnature 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 Company failure or delay of any Lender to demand compensation pursuant hereto shall pay not constitute a waiver of such Increased Taxes Lender's right to demand such compensation; provided, however, that Borrower shall not be required to compensate a Lender pursuant hereto for such period of time any additional amounts more than six (6) months prior to the date that such certificate demand for compensation is received by the Company during which made (but if an event giving rise to such Regulatory Changedemand for compensation has retroactive effect, by its terms, applies retroactively to any period of time prior to the date such Regulatory Change became effective. In additionthen, the Company retroactive period shall pay be tacked to such 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,six (6) months period for purposes hereof).

Changes in Tax Laws. In the event that by reason of any Regulatory Change of that, after the jurisdiction where the office of the Lender making a Loan is locateddate hereof, (i) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Agent or any Lender shallwith 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 overall net income or capital of Agent or such Lender) and the result of any of the foregoing is to increase the cost to Agent or 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, 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 any transaction under this Agreement, be subject to any tax, levy, impost, charge, fee, duty, deduction the Other Documents. If Agent 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 becomes entitled to claim any Loan and the interest payable thereon (other than any change which affectsadditional amounts pursuant to this subsection, 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 measures 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, interest or Facility Fee receivable by such Lender in respect thereof, then such Lender shall promptly notify Borrowers of the Company stating the reasons thereforevent by reason of which Agent or such Lender has become so entitled (with any such Lender concurrently notifying Agent). A certificate as to any 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 additional amounts payable pursuant to the calculations therefor, shall be foregoing sentence submitted by such Agent or any Lender to the Company Borrowers shall, absent manifest error, be final, conclusive and binding for its review. The Company shall pay such Increased Taxes for such 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 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,all purposes.

Changes in Tax Laws. In the event that that, subsequent to the Closing Date, (1) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (2) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (3) compliance by reason the Agent or any Lender with any request or directive (whether or not having the force of law) from any Regulatory Change of the jurisdiction where the office of the Lender making a Loan is locatedgovernmental authority, agency or instrumentality: (i) does or shall subject the Agent or any Lender shallto 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 overall net income of the Agent or such Lender); or (ii) does or shall impose on the 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 any transaction under this Agreement, be subject to any tax, levy, impost, charge, fee, duty, deduction the other Loan Documents. If the Agent 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 becomes entitled to the value of the assets of such Lender) or (ii) claim any change shall occur in the taxation of any Lender with respect additional amounts pursuant to any Loan and the interest payable thereon (other than any change which affectsthis Section, 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 measures 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, interest or Facility Fee receivable by such Lender in respect thereof, then such Lender shall promptly notify the Company stating Borrower of the reasons thereforevent by reason of which the Agent or such Lender has become so entitled. A certificate as to any 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 additional amounts payable pursuant to the calculations therefor, shall be foregoing sentence submitted by the Agent or such Lender to the Company Borrower and the Agent shall, absent manifest error, be final, conclusive and binding for its review. The Company shall pay such Increased Taxes for such 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 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,all purposes.

Changes in Tax Laws. In the event that by reason of any Regulatory Change of that, subsequent to the jurisdiction where the office of the Lender making a Loan is locatedClosing Date, (i) any changes in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty or directive enacted or any interpretation or application thereof, or (iii) compliance by Lender shallwith any request or directive (whether or not having the force of law) from any 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 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 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, 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 determined by Lender with respect to this Agreement or the other Loan Documents. If Lender becomes entitled to claim any transaction under additional amounts pursuant to this AgreementSubsection 1.9, 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 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 measures 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, interest or Facility Fee receivable by such Lender in respect thereof, then such Lender shall promptly notify Borrower of the Company stating the reasons thereforevent by reason of which Lender has become so entitled. A certificate as to any 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 additional amounts payable pursuant to the calculations therefor, shall be foregoing sentence submitted by such Lender to Borrower shall, absent manifest error, be final, conclusive and binding for all purposes. There is no limitation on the Company for its review. The Company shall pay number of times such Increased Taxes for such period of time prior to the date such a 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 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,may be submitted.

Changes in Tax Laws. In the event that by reason that, after the 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 or directive or in the administration, interpretation or application thereof, (2) any new law, regulation, treaty or directive enacted or any administration, interpretation or application thereof, or (3) compliance with any request, guideline or directive (whether or not having the force of law) from any Governmental Authority: does or shall subject Agent or any Lender to any tax of any Regulatory Change of the jurisdiction where the office of the Lender making a Loan is located, (i) any Lender shall, kind whatsoever with respect to this Agreement Agreement, or any transaction 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 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 hereunder or under this Agreementany other Loan Document, then, in any such case, Borrower shall promptly pay to Agent or such Lender, upon its demand 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 shall not be subject entitled 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 than any change which affects, and amounts to the extent that it affects, the taxation of the total net income of event giving rise to such Lender additional cost or imposed on or calculated with respect reduced amount receivable occurred more than 180 days prior to the value of date such notice and demand is given to the assets of such Lender)Borrower; provided, and however, that if any such measures or any other similar measure shall result in an increase in the cost event giving rise to such Lender of making additional cost or maintaining any Loan or in reduced amount receivable has a reduction in the amount of principal, interest or Facility Fee receivable by such Lender in respect thereofretroactive 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 SECTION 1.9(B), it shall promptly notify Borrower of the Company stating the reasons thereforevent by reason of which Agent or such Lender has become so entitled. A certificate as to any 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 additional amounts payable pursuant to the calculations therefor, shall be foregoing sentence submitted by Agent or such Lender to Borrower (with a copy to Agent if applicable) shall be presumptive evidence of the Company for its reviewamount due. The Company Borrower shall be presumptive evidence of the amount due. Borrower shall pay Agent or such Increased Taxes for such period of time prior to Lender, as the date case may be, the amount shown as due on any 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 Taxes incurred by such Lender on and within ten (10) days after the date such certificate is received by the Company unless and until the Company, notwithstanding any other provision of this Agreement,receipt thereof.

Changes in Tax Laws. In the event that by reason of any Regulatory Change of the jurisdiction where the office of the Lender making a Loan is located, (i) any Lender shall, 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 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 measures 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, interest or Facility Fee receivable by such Lender in respect thereof, then such Lender shall promptly notify the Company stating the reasons therefor. A certificate as to any 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 calculations therefor, shall be submitted by such Lender to the Company for its review. The Company shall pay such Increased Taxes for such 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 Taxes incurred by such Lender on and after the date such certificate is received by the Company unless unless, and until until, the Company, notwithstanding any other provision of this Agreement,

Changes in Tax Laws. In the event that by reason of any Regulatory Change new law, regulation or requirement or any change in any existing law, regulation or requirement or in the interpretation thereof by an official authority, or the imposition of any requirement of any central bank whether or not having the jurisdiction where the office force of the Lender making a Loan is locatedlaw, (i) any Lender Bank shall, 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 Bank or imposed on or calculated with respect 17 to the value of the assets of such LenderBank) or (ii) any change shall occur in the taxation of any Lender 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 Lender Bank or imposed on or calculated with respect to the value of the assets of such LenderBank), and if any such measures or any other similar measure shall result in an increase in the cost to such Lender Bank of making or maintaining any LIBOR Loan or in a reduction in the amount of principal, interest or Facility Fee receivable by such Lender Bank in respect thereof, then such Lender Bank shall promptly notify the Company stating the reasons therefor. A certificate as to any such increased cost or reduced amount (hereinafter in this Section 3.2 collectively called "Increased TaxesCosts") as a result of any event mentioned in this Section 3.2, setting forth the calculations therefor, shall be submitted by such Lender Bank to the Company for its review. The Company shall pay such Increased Taxes Costs for such 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 Taxes Costs incurred by such Lender Bank on and after the date such certificate is received by the Company unless and until the Company, notwithstanding any other provision of this Agreement, promptly,

Changes in Tax Laws. In the event that by reason that, after the 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 or directive or in the administration, interpretation or application thereof, (2) any new law, regulation, treaty or directive enacted or any administration, interpretation or application thereof, or (3) compliance with any request, guideline or directive (whether or not having the force of law) from any Governmental Authority: does or shall subject Agent or any Lender to any tax of any Regulatory Change of the jurisdiction where the office of the Lender making a Loan is located, (i) any Lender shall, kind whatsoever with respect to this Agreement Agreement, or any transaction other Loan Documents or the 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 continuing the Term Loan C hereunder, as the case may be, or to reduce any amount receivable hereunder or under this Agreementany other Loan Document, then, in any such case, Borrower shall promptly pay to Agent or such Lender, upon its demand 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 shall not be subject entitled 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 than any change which affects, and amounts to the extent that it affects, the taxation of the total net income of event giving rise to such Lender additional cost or imposed on or calculated with respect reduced amount receivable occurred more than 180 days prior to the value of date such notice and demand is given to the assets of such Lender)Borrower; provided, and however, that if any such measures or any other similar measure shall result in an increase in the cost event giving rise to such Lender of making additional cost or maintaining any Loan or in reduced amount receivable has a reduction in the amount of principal, interest or Facility Fee receivable by such Lender in respect thereofretroactive 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 SECTION 1.9(B), it shall promptly notify Borrower of the Company stating the reasons thereforevent by reason of which Agent or such Lender has become so entitled. A certificate as to any 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 additional amounts payable pursuant to the calculations therefor, shall be foregoing sentence submitted by Agent or such Lender to Borrower (with a copy to Agent if applicable) shall be presumptive evidence of the Company for its reviewamount due. The Company Borrower shall be presumptive evidence of the amount due. Borrower shall pay Agent or such Increased Taxes for such period of time prior to Lender, as the date case may be, the amount shown as due on any 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 Taxes incurred by such Lender on and within ten (10) days after the date such certificate is received by the Company unless and until the Company, notwithstanding any other provision of this Agreement,receipt thereof.

Changes in Tax Laws. In the event that by reason of any Regulatory Change new law, regulation or requirement or any change in any existing law, regulation or requirement or in the interpretation thereof by an official authority, or the imposition of any requirement of any central bank whether or not having the jurisdiction where the office force of the Lender making a Loan is locatedlaw, (i) any Lender Bank shall, 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 Bank or imposed on or calculated with respect to the value of the assets of such LenderBank) or (ii) any change shall occur in the taxation of any Lender 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 Lender Bank or imposed on or calculated with respect to the value of the assets of such LenderBank), and if any such measures or any other similar measure shall result in an increase in the cost to such Lender Bank of making or maintaining any LIBOR Loan or in a reduction in the amount of principal, interest or Facility Fee receivable by such Lender Bank in respect thereof, then such Lender Bank shall promptly notify the Company stating the reasons therefor. A certificate as to any such increased cost or reduced amount (hereinafter in this Section 3.2 collectively called "Increased TaxesCosts") as a result of any event mentioned in this Section 3.2, setting forth the calculations therefor, shall be submitted by such Lender Bank to the Company for its review. The Company shall pay such Increased Taxes Costs for such 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 Taxes Costs incurred by such Lender Bank on and after the date such certificate is received by the Company unless and until the Company, notwithstanding any other provision of this Agreement, promptly,