Common use of Increased Costs, Etc Clause in Contracts

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties by such Bank, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank's commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties by such Bank shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly notify the Account Parties and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Bank's good faith judgment, otherwise disadvantageous to such Bank) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 (and, if any Bank has given notice of any such event and thereafter such event ceases to exist, such Bank shall promptly so notify the Account Parties and the Administrative Agent). Without limiting the foregoing, each Bank will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties of) any event described in the preceding sentence and such designation will not, in such Bank's good faith judgment, be otherwise disadvantageous to such Bank. (d) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.08 (and without limiting subsection (c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant subsection (a) or (b) above or Section 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties for any amount arising prior to the date which is 120 days before the date on which such Bank notifies the Account Parties of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties by such Bank, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank's ’s commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's ’s commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties by such Bank shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly notify the Account Parties and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Bank's ’s good faith judgment, otherwise disadvantageous to such Bank) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to subsection (aSection 2.06(a) or (b2.06(b) above or pursuant to Section 2.08 (and, if any Bank has given notice of any such event and thereafter such event ceases to exist, such Bank shall promptly so notify the Account Parties and the Administrative Agent). Without limiting the foregoing, each Bank will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties of) any event described in the preceding sentence and such designation will not, in such Bank's ’s good faith judgment, be otherwise disadvantageous to such Bank. (d) Notwithstanding the provisions of subsections (aSection 2.06(a), 2.06(b) and (b) above or Section 2.08 (and without limiting subsection (cSection 2.06(c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant subsection (ato Section 2.06(a), 2.06(b) or (b) above or Section 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties for any amount arising prior to the date which is 120 days before the date on which such Bank notifies the Account Parties of such event or circumstance. For avoidance of doubt, it is noted that the term "“Bank" ” as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank Banks in its capacity as such.

Increased Costs, Etc. (a) If, after the date of this Agreement, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes change in the basis of taxation of payments to the Bank of the principal of or interest on the Loan (excluding changes in the rate of tax payable on the Bank's overall net income and bank franchise taxes) or overall gross income by (y) imposition or change in any reserve or similar requirement, and the United States result of any of the foregoing is an increase in the cost to the Bank of agreeing to make or by making, funding or maintaining the foreign jurisdiction or state under Loan (other than the laws of which such Bank is organized or has its Applicable Lending Office or any political subdivision thereofEurodollar Reserve Percentage), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon demand by such the Bank (with a copy of such demand and within 15 days thereof, pay to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the Bank an additional amount demanded, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such the Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrower by such the Bank, shall be conclusive and binding for all purposes, absent manifest demonstrable error. (b) If, due to either (i) If the introduction of or any change in or in the interpretation of Bank determines that compliance with any law or regulation, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in ) affects or would affect the amount of capital required or expected to be maintained by any the Bank or any corporation controlling the Bank and that the amount of such Bank as a result of capital is increased by or based upon the existence of such the Loan or the Bank's commitment to lend hereunder and other commitments of such typehereunder, thenthen the Borrower shall, within five fifteen (15) days after demand by such the Bank, pay to the Bank an additional amount sufficient to compensate the Bank or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such the Bank reasonably determines such increase in capital to be allocable to the existence of such the Loan or the Bank's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Creditlend hereunder. A certificate as to such amounts submitted to the Account Parties Borrower by such the Bank shall be conclusive and binding for all purposes, absent manifest demonstrable error. (c) Each Bank shall promptly notify the Account Parties and the Administrative Agent of Prior to making any event of which it has actual knowledge which will result indemand for compensation under this Section 2.10, and will use reasonable commercial efforts available to it (and not, in unless such Bank's good faith judgment, otherwise action would be economically or legally disadvantageous to such Bank) to mitigate the Bank in the reasoned opinion of its tax or avoid any obligation by regulatory advisors, the Account Parties to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 (and, if any Bank has given notice of any such event and thereafter such event ceases to exist, such Bank shall promptly so notify the Account Parties and the Administrative Agent). Without limiting the foregoing, each Bank will (i) designate a different Applicable Lending Office lending office if such designation will avoid (the need for, or reduce the cost amount of, such compensation to which the Account Parties of) any event described in the preceding sentence and such designation will not, in such Bank's good faith judgment, be otherwise disadvantageous Bank is entitled pursuant to such Bank. (d) Notwithstanding the provisions of subsections (a) this Section 2.10 and (bii) above permit the Borrower to prepay all or Section 2.08 (and without limiting subsection (c) above), if any Bank fails to notify part of the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant subsection (a) or (b) above or Section 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties for any amount arising prior Loan together with interest to the date which is 120 days before of payment, subject to payment of the date on which such Bank notifies the Account Parties cancellation fee in Section 2.5 (if applicable) and payment of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this funding losses pursuant to Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such2.12.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.062.11, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally Borrowers agree to pay, from time to time, within five ten days after demand by such Bank Lender (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrowers by such BankLender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such Bank's Lender’s commitment to lend hereunder and other commitments of such type, then, within five ten days after demand by such Bank Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties Borrowers jointly and severally agree to pay to the Administrative Agent for the account of such BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such Bank's Lender’s commitment to lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties Borrowers by such Bank Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, prior to the first day of any Interest Period with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for such Interest Period for such Committed Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each such Eurodollar Rate Advance will (i) in the case of requested new Eurodollar Rate Advances, be made as or remain Base Rate Advances or as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such a notice and (ii) in the case of existing Eurodollar Rate Advances, automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances or be continued as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such notice. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or LIBO Rate Advances or to continue to fund or maintain Eurodollar Rate Advances or LIBO Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent, (i) each Eurodollar Rate Advance or LIBO Rate Advance, as the case may be, of such Lender will automatically, upon such demand, Convert into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.08(a)(i), as the case may be, and (ii) the obligation of such Lender to make Eurodollar Rate Advances or LIBO Rate Advances or to Convert Committed Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist (it being understood that such Lender shall make and maintain Base Rate Advances in the amount that would otherwise be made and maintained by such Lender as Eurodollar Advances absent the circumstances described above). (e) Each Bank Lender shall promptly notify the Account Parties Borrowers and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Bank's Lender’s good faith judgment, otherwise disadvantageous to such BankLender) to mitigate or avoid avoid, (i) any obligation by the Account Parties Borrowers to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 2.13 or (ii) the occurrence of any circumstances of the nature described in subsection (c) or (d) above (and, if any Bank Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Bank Lender shall promptly so notify the Account Parties Borrowers and the Administrative Agent). Without limiting the foregoing, each Bank Lender will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties Borrowers of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Bank's Lender’s good faith judgment, be otherwise disadvantageous to such BankLender. (df) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.08 2.13 (and without limiting subsection (ce) above), if any Bank Lender fails to notify the Account Parties Borrowers of any event or circumstance that will entitle such Bank Lender to compensation pursuant subsection (a) or (b) above or Section 2.08 2.13 within 120 days after such Bank Lender obtains actual knowledge of such event or circumstance, then such Bank Lender shall not be entitled to compensation compensation, from the Account Parties Borrowers for any amount arising prior to the date which is 120 days before the date on which such Bank Lender notifies the Account Parties Borrowers of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank of agreeing to issue or of issuing or maintaining or participating in Letters of Credit LOCs or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree ACE agrees to pay, from time to time, within five days after demand by such Bank (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties ACE by such Bank, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank's ’s commitment to lend extend credit hereunder and other commitments of such type, then, within five ten days after demand by such Bank or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally agree ACE agrees to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's ’s commitment to issue or participate in Letters of Credit LOCs hereunder or to the issuance or maintenance of or participation in any Letters of CreditLOC. A certificate as to such amounts submitted to the Account Parties ACE by such Bank shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly notify the Account Parties ACE and the Administrative Agent of any event of which it has actual knowledge which that will result in, and will use reasonable commercial efforts available to it (and not, in such Bank's ’s good faith judgment, otherwise disadvantageous to such Bank) to mitigate or avoid avoid, any obligation by the Account Parties of ACE to pay any amount pursuant to subsection (aSection 2.06(a) or (b2.06(b) above or pursuant to Section 2.08 (and, if any Bank has given notice of any such event and thereafter such event ceases to exist, such Bank shall promptly so notify the Account Parties ACE and the Administrative Agent). Without limiting the foregoing, each Bank will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties ACE of) any event described in the preceding sentence and such designation will not, in such Bank's ’s good faith judgment, be otherwise disadvantageous to such Bank. (d) Notwithstanding the provisions of subsections (aSection 2.06(a), 2.06(b) and (b) above or Section 2.08 (and without limiting subsection (cSection 2.06(c) above), if any Bank fails to notify the Account Parties ACE of any event or circumstance that will entitle such Bank to compensation pursuant subsection (ato Section 2.06(a), 2.06(b) or (b) above or Section 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties ACE for any amount arising prior to the date which that is 120 days before the date on which such Bank notifies the Account Parties ACE of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be be: (A) any increase in the cost to any Bank Lender Party of agreeing to make or of making, funding or maintaining Eurocurrency Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit Credit; (B) any increase in the cost to any Lender Party of agreeing to perform or the making of Letter performing its obligations under this Agreement under or in respect of Credit Advances Bankers' Acceptances; or (C) any reduction in any amount payable to, or any increase in any payment required to be made by, or any forgiveness or reduction of effective return to, any Lender Party under this Agreement under or in respect of any Bankers' Acceptances (excluding, for purposes of this Section 2.062.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 2.14 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then each of the Account Parties jointly and severally agree to pay, Borrowers shall from time to time, within five days after upon demand by such Bank Lender Party (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, pay to the Administrative Agent for the account of such Bank Lender Party additional amounts sufficient to compensate such Bank Lender Party for such increased costcost attributable to such Borrower. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrowers by such BankLender Party, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority, including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Bank Lender Party or any corporation controlling such Bank Lender Party as a result of or based upon the existence of such BankLender Party's commitment to lend lend, to accept, purchase and discount Bankers' Acceptances or to issue or participate in Letters of Credit hereunder and other commitments of such typetype or the purchase or acceptance and maintenance of Bankers' Acceptances or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, within five days after upon demand by such Bank Lender Party or such corporation (with a copy of such demand to the Administrative Agent), which demand the Borrowers shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such BankLender Party, from time to time as specified by such BankLender Party, additional amounts sufficient to compensate such Bank Lender Party in the light of such circumstances, to the extent that such Bank Lender Party reasonably determines such increase in capital to be allocable to the existence of such BankLender Party's commitment to lend, to accept, purchase and discount Bankers' Acceptances or to issue or participate in Letters of Credit hereunder or the purchase or acceptance and maintenance of Bankers' Acceptances or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties Borrowers by such Bank Lender Party shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly If, with respect to any Eurocurrency Rate Advances under any Facility, Lenders owed at least 51% of the then aggregate unpaid principal amount thereof notify the Account Parties and the Administrative Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making or Conversion of a Borrowing in sufficient amounts to fund their respective Multicurrency Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any event of which it has actual knowledge which Interest Period for such Advances will result in, and will use reasonable commercial efforts available to it (and not, in such Bank's good faith judgment, otherwise disadvantageous not adequately reflect the cost to such Bank) to mitigate Lenders of making, funding or avoid any obligation by maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Account Parties to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 (and, if any Bank has given notice of any such event and thereafter such event ceases to exist, such Bank Administrative Agent shall promptly forthwith so notify the Account Parties applicable Borrower and the Administrative Agent). Without limiting Appropriate Lenders, whereupon (A) such Borrower will, on the foregoinglast day of the then existing Interest Period therefor, each Bank will designate a different Applicable Lending Office (1) if such designation will avoid Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or reduce (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Foreign Currency, either (x) prepay such Advances or (y) Convert such Advances into Local Rate Advances of such Foreign Currency and (B) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the applicable Borrower and the Appropriate Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the applicable Foreign Borrower may elect, by notice to the Administrative Agent and the Multicurrency Lenders, to continue such Multicurrency Advances in such Foreign Currency for Interest Periods of not longer than one month, which Multicurrency Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Multicurrency Lender, the cost to such Multicurrency Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Multicurrency Lender shall certify its cost of funds for each Interest Period to the Account Parties of) Administrative Agent and the applicable Foreign Borrower as soon as practicable (but in any event described in not later than ten Business Days after the preceding sentence and first day of such designation will not, in such Bank's good faith judgment, be otherwise disadvantageous to such BankInterest Period). (d) Notwithstanding any other provision of this Agreement, if the provisions introduction of subsections or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in Dollars or any Foreign Currency or to continue to fund or maintain Eurocurrency Rate Advances in Dollars or any Foreign Currency hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent, (ai) each Eurocurrency Rate Advance under each Facility under which such Lender has a Commitment will automatically, upon such demand, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance, and (bB) above if such Eurocurrency Rate Advance is denominated in any Foreign Currency, be Converted into a Local Rate Advance of such Foreign Currency, and (ii) the obligation of the Appropriate Lenders to make, or Section 2.08 to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist. (e) Notwithstanding any other provision of this Agreement, if the introduction of or any change in the interpretation of any law or regulation (including, without limitation, any change in acceptance limits imposed on any Lender) shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Multicurrency Lender or any of their respective BA Lending Offices to perform its obligations hereunder to complete and without limiting subsection accept Drafts, to purchase Bankers' Acceptances or to continue to fund or maintain Bankers' Acceptances hereunder, then, upon notice thereof and demand therefor by such Multicurrency Lender to the Canadian Borrower through the Administrative Agent (ci) abovean amount equal to the aggregate Face Amount of all Bankers' Acceptances outstanding at such time held by such Multicurrency Lender shall, upon such demand (which shall only be made if deemed necessary by the applicable Lender to comply with applicable law), if be deposited by the Canadian Borrower into the Canadian Cash Collateral Account until the Maturity Date of each such Bankers' Acceptance, (ii) upon the Maturity Date of any Bank fails Bankers' Acceptance in respect of which any such deposit has been made, the Administrative Agent shall be, and hereby is, authorized (without notice to or any further action by the Canadian Borrower) to apply, or to direct the Administrative Agent to apply, such amount (or the applicable portion thereof) to the reimbursement of such Bankers' Acceptance and (iii) the obligation of the Multicurrency Lenders to complete and accept Drafts and/or to purchase Bankers' Acceptances shall be suspended until the Administrative Agent shall notify the Account Parties of any event or circumstance Canadian Borrower that will entitle such Bank to compensation pursuant subsection (a) or (b) above or Section 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties for any amount arising prior to the date which is 120 days before the date on which such Bank notifies the Account Parties of such event or circumstance. For avoidance of doubt, it is noted Multicurrency Lender has determined that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as suchcircumstances causing such suspension no longer exist.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties by such Bank, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank's commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties by such Bank shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly notify the Account Parties and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Bank's good faith judgment, otherwise disadvantageous to such Bank) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 (and, if any Bank has given notice of any such event and thereafter such event ceases to exist, such Bank shall promptly so notify the Account Parties and the Administrative Agent). Without limiting the foregoing, each Bank will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties of) any event described in the preceding sentence and such designation will not, in such Bank's good faith judgment, be otherwise disadvantageous to such Bank. (d) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.08 (and without limiting subsection (c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant subsection (a) or (b) above or Section 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties for any amount arising prior to the date which is 120 days before the date on which such Bank notifies the Account Parties of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) IfAnything herein to the contrary notwithstanding, due to either if any changes in present or future applicable law (i) which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the introduction of administration or any change in or in the interpretation ofthereof and requests, in each case after the date hereofdirectives, instructions and notices at any law time or regulation from time to time heretofore or (ii) the compliance with hereafter made upon or otherwise issued to any guideline or request issued after the date hereof from Lender by any central bank or other governmental authority (fiscal, monetary or other authority, whether or not having the force of law), there including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall be any increase in the cost (i) subject such Lender to any Bank tax, levy, impost, duty, charge, fee, deduction or withholding of agreeing any nature with respect to issue or of issuing or maintaining or participating in Letters of Credit this Agreement or the making payment to such Lender of Letter of Credit Advances any amounts due to it hereunder, or (excluding, for purposes of this Section 2.06, any such increased costs resulting from (xii) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in materially change the basis of taxation of overall net income payments to such Lender of the principal of or overall gross income by the United States or by interest on the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office Advances or any political subdivision thereof)other amounts payable to such Lender hereunder, then the Account Parties jointly and severally agree to payor (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, from time to time, within five days after demand by such Bank (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation or deposits in reasonable detail of the amount demanded, to the Administrative Agent or for the account of, or any liabilities of, or loans by an office of such Bank Lender in respect of the transactions contemplated herein, or (iv) impose on such Lender any other condition or requirement with respect to this Agreement or any Advance, and the result of any of the foregoing is (A) to increase the cost to such Lender of making, funding or maintaining all or any part of the Advances or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to such Lender hereunder, or (C) to require such Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender from the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by such Lender promptly following such Lender's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender such additional amounts as will be sufficient to compensate such Bank Lender for such increased additional cost. A certificate as , reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the amount overall net income, profits or gains of any Lender. In determining the additional amounts payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such increased costadditional costs, submitted to the Account Parties by such Bankreductions, shall be conclusive and binding for all purposespayments, absent manifest errorforegone interest or other sums among their respective customers. (b) IfAnything herein to the contrary notwithstanding, due to either (i) the introduction of or any change in or in the interpretation of any law or regulationif, in each case after the date hereof, any Lender shall have determined that any present or (ii) the compliance with any guideline future applicable law, rule, regulation, guideline, directive or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be including without limitation any increase change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, or any change therein or in the amount of capital required interpretation or expected to be maintained administration thereof by any Bank governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender with any corporation controlling of the foregoing, either imposes a requirement upon such Bank as a result of Lender to allocate additional capital resources or based upon the existence of increases such BankLender's requirement to allocate capital resources or such Lender's commitment to lend hereunder make, or to such Lender's maintenance of, the Advances hereunder, which has or would have the effect of reducing the return on such Lender's capital to a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to capital adequacy and other commitments assuming full utilization of such typeLender's capital) but for such applicability, thenchange, within five days after demand interpretation, administration or compliance, by any amount deemed by such Bank or Lender to be material, such corporation (with a copy Lender shall promptly after its determination of such demand occurrence give notice thereof to the Administrative AgentBorrower. In such event, commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder shall increase by an amount which demand shall include a statement of the basis for will, in such demand and a calculation Lender's reasonable determination, evidenced by calculations in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay furnished to the Administrative Agent Borrower, compensate such Lender for the account such reduction, such Lender's determination of such Bank, from time amount to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties by such Bank shall be conclusive and binding for all purposesupon the Borrower, absent manifest error. (c) Each Bank shall promptly notify the Account Parties and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in . In determining such Bank's good faith judgment, otherwise disadvantageous to such Bank) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 (and, if any Bank has given notice of any such event and thereafter such event ceases to existamount, such Bank shall promptly so notify the Account Parties and the Administrative Agent). Without limiting the foregoingLender may use any reasonable methods of averaging, each Bank will designate a different Applicable Lending Office if allocating or attributing such designation will avoid (or reduce the cost to the Account Parties of) any event described in the preceding sentence and such designation will not, in such Bank's good faith judgment, be otherwise disadvantageous to such Bankreduction among its customers. (d) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.08 (and without limiting subsection (c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant subsection (a) or (b) above or Section 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties for any amount arising prior to the date which is 120 days before the date on which such Bank notifies the Account Parties of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) IfAnything herein to the contrary notwithstanding, due to either if any changes in present or future applicable law (i) which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the introduction of administration or any change in or in the interpretation ofthereof and requests, in each case after directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from Bank by any central bank or other governmental authority (fiscal, monetary or other authority, whether or not having the force of law), there including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall be any increase in (i) subject the cost Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to the Bank of agreeing any amounts due to issue it hereunder, or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (xii) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in materially change the basis of taxation of overall net income payments to the Bank of the principal of or overall gross income by the United States interest on the Revolving Credit Advances or by the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office Term Loan or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (with a copy of such demand other amounts payable to the Administrative Agent)Bank hereunder, which demand shall include a statement of the basis for such demand and a calculation or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in reasonable detail of the amount demanded, to the Administrative Agent or for the account of, or any liabilities of, or loans by an office of the Bank in respect of the transactions contemplated herein, or (iv) impose on the Bank any other condition or requirement with respect to this Agreement or any Revolving Credit Advance or the Term Loan, and the result of any of the foregoing is (A) to increase the cost to the Bank of making, funding or maintaining all or any part of the Revolving Credit Advances or Term Loan or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to the Bank hereunder, or (C) to require the Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from the Borrowers hereunder, then, and in each such case not otherwise provided for hereunder, the Borrowers, jointly and severally, will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as will be sufficient to compensate such the Bank for such increased additional cost. A certificate as , reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the amount overall net income, profits or gains of such increased cost, submitted to the Account Parties by such Bank, shall be conclusive and binding for all purposes, absent manifest error. (b) IfAnything herein to the contrary notwithstanding, due to either (i) the introduction of or any change in or in the interpretation of any law or regulationif, in each case after the date hereof, the Bank shall have determined that any present or (ii) the compliance with any guideline future applicable law, rule, regulation, guideline, directive or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be including without limitation any increase change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, or any change therein or in the amount of capital required interpretation or expected to be maintained administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank or with any corporation controlling such Bank as of the foregoing, either imposes a result of or based requirement upon the existence of such Bank to allocate additional capital resources or increases the Bank's requirement to allocate capital resources or the Bank's commitment to lend hereunder make, or to the Bank's maintenance of, the Revolving Credit Advances or the Term Loan hereunder, which has or would have the effect of reducing the return on the Bank's capital to a level below that which the Bank could have achieved (taking into consideration the Bank's then existing policies with respect to capital adequacy and other commitments assuming full utilization of the Bank's capital) but for such applicability, change, interpretation, administration or compliance, by any amount deemed by the Bank to be material, the Bank shall promptly after its determination of such type, then, within five days after demand by such Bank or such corporation (with a copy of such demand occurrence give notice thereof to the Administrative Agent), Borrowers. The Borrowers and the Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which demand shall include a statement will adequately compensate the Bank for such reduction. If the Borrowers and the Bank are unable to agree to such adjustment within thirty (30) days of the basis for day on which the Borrowers receive such demand and a calculation notice, the Bank shall notify the Borrowers that the fees payable hereunder shall increase at the end of 90 days by an amount which will, in the Bank's reasonable determination, evidenced by calculations in reasonable detail furnished to the Borrowers, compensate the Bank for such reduction with effect from the date of the amount demandedBank's original notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the Account Parties jointly and severally agree to pay to the Administrative Agent for the account Bank's determination of such Bank, from time amount to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties by such Bank shall be conclusive and binding for all purposesupon the Borrowers, absent manifest error. The Borrowers may, within such 90-day period, refinance the Bank Obligations without premium or penalty but subject to payment of any amounts due under Section 4.4. (c) Each In determining the additional amounts payable under this Section 2.9, the Bank shall promptly notify the Account Parties and the Administrative Agent may use any reasonable method of any event of which it has actual knowledge which will result inaveraging, and will use reasonable commercial efforts available to it (and notallocating or attributing such additional costs, reductions, payments, foregone interest or other sums among its customers in such Bank's good faith judgment, otherwise disadvantageous to such Bank) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to subsection (a) or (b) above or pursuant to and on an equitable basis. This Section 2.08 (and, 2.9 shall only apply if any Bank has given notice of any such event and thereafter such event ceases to exist, such Bank shall promptly so notify the Account Parties and the Administrative Agent). Without limiting the foregoing, each Bank will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties of) any event described extent that the additional amounts payable hereunder are not already reflected in the preceding sentence and such designation will not, in such Bank's good faith judgment, be otherwise disadvantageous to such Bankcalculation of the Reserve Requirement. (d) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.08 (and without limiting subsection (c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant subsection (a) or (b) above or Section 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties for any amount arising prior to the date which is 120 days before the date on which such Bank notifies the Account Parties of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties by such Bank, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank's commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties by such Bank shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly notify the Account Parties and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Bank's good faith judgment, otherwise disadvantageous to such Bank) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 (and, if any Bank has given notice of any such event and thereafter such event ceases to exist, such Bank shall promptly so notify the Account Parties and the Administrative Agent). Without limiting the foregoing, each Bank will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties of) any event described in the preceding sentence and such designation will not, in such Bank's good faith judgment, be otherwise disadvantageous to such Bank. (d) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.08 (and without limiting subsection (c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant subsection (a) or (b) above or Section 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties for any amount arising prior to the date which is 120 days before the date on which such Bank notifies the Account Parties of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank Lender of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section SECTION 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section SECTION 2.08 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank Lender (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties RenRe by such BankLender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such BankLender's commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such BankLender's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties RenRe by such Bank Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank Lender shall promptly notify the Account Parties RenRe and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such BankLender's good faith judgment, otherwise disadvantageous to such BankLender) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to subsection (aSECTION 2.06(a) or (b) above or pursuant to Section 2.08 SECTION 2.08(a) (and, if any Bank Lender has given notice of any such event and thereafter such event ceases to exist, such Bank Lender shall promptly so notify the Account Parties RenRe and the Administrative Agent). Without limiting the foregoing, each Bank Lender will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties of) any event described in the preceding sentence and such designation will not, in such BankLender's good faith judgment, be otherwise disadvantageous to such BankLender. (d) Notwithstanding the provisions of subsections (aSECTION 2.06(a) and or (b) above or Section SECTION 2.08 (and without limiting subsection (c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant subsection (a) or (b) above or Section 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank no Lender shall not be entitled to compensation from the Account Parties for any amount arising prior to the date which is 120 90 days before the date on which such Bank Lender notifies the Account Parties RenRe of such event or circumstance. For avoidance of doubt, it is noted that As used in this SECTION 2.06 the term "BankLender" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank Lender of agreeing to issue make or of issuing making, funding or maintaining Eurodollar Rate Advances or participating in Letters of Credit or the making of Letter of Credit LIBO Rate Advances (excluding, for purposes of this Section 2.062.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 2.12 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally Borrowers agree to pay, from time to time, within five days after demand by such Bank Lender (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrowers by such BankLender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such BankLender's commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally Borrowers agree to pay to the Administrative Agent for the account of such BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such BankLender's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Creditlend. A certificate as to such amounts submitted to the Account Parties Borrowers by such Bank Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, prior to the first day of any Interest Period with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for such Interest Period for such Committed Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each such Eurodollar Rate Advance will (i) in the case of requested new Eurodollar Rate Advances, be made as or remain Base Rate Advances or as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such a notice and (ii) in the case of existing Eurodollar Rate Advances, automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances or be continued as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such notice. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or LIBO Rate Advances or to continue to fund or maintain Eurodollar Rate Advances or LIBO Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent, (i) each Eurodollar Rate Advance or LIBO Rate Advance, as the case may be, of such Lender will automatically, upon such demand, Convert into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.07(a)(i), as the case may be, and (ii) the obligation of such Lender to make Eurodollar Rate Advances or LIBO Rate Advances or to Convert Committed Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist (it being understood that such Lender shall make and maintain Base Rate Advances in the amount that would otherwise be made and maintained by such Lender as Eurodollar Advances absent the circumstances described above). (e) Each Bank Lender shall promptly notify the Account Parties Borrowers and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such BankLender's good faith judgment, otherwise disadvantageous to such BankLender) to mitigate or avoid avoid, (i) any obligation by the Account Parties Borrowers to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 2.12 or (ii) the occurrence of any circumstances of the nature described in subsection (c) or (d) above (and, if any Bank Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Bank Lender shall promptly so notify the Account Parties Borrowers and the Administrative Agent). Without limiting the foregoing, each Bank Lender will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties Borrowers of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such BankLender's good faith judgment, be otherwise disadvantageous to such BankLender. (df) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.08 2.12 (and without limiting subsection (ce) above), if any Bank Lender fails to notify the Account Parties Borrowers of any event or circumstance that will entitle such Bank Lender to compensation pursuant subsection (a) or (b) above or Section 2.08 2.12 within 120 days after such Bank Lender obtains actual knowledge of such event or circumstance, then such Bank Lender shall not be entitled to compensation compensation, from the Account Parties Borrowers for any amount arising prior to the date which is 120 days before the date on which such Bank Lender notifies the Account Parties Borrowers of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank Lender of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, from time to time, within five days after demand by such Bank Lender (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties RenRe by such BankLender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such Bank's Lender’s commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such Bank's Lender’s commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties RenRe by such Bank Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank Lender shall promptly notify the Account Parties RenRe and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Bank's Lender’s good faith judgment, otherwise disadvantageous to such BankLender) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to subsection (aSection 2.06(a) or (b) above or pursuant to Section 2.08 2.08(a) (and, if any Bank Lender has given notice of any such event and thereafter such event ceases to exist, such Bank Lender shall promptly so notify the Account Parties RenRe and the Administrative Agent). Without limiting the foregoing, each Bank Lender will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties of) any event described in the preceding sentence and such designation will not, in such Bank's Lender’s good faith judgment, be otherwise disadvantageous to such BankLender. (d) Notwithstanding the provisions of subsections (aSection 2.06(a) and or (b) above or Section 2.08 (and without limiting subsection (c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant subsection (a) or (b) above or Section 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank no Lender shall not be entitled to compensation from the Account Parties for any amount arising prior to the date which is 120 90 days before the date on which such Bank Lender notifies the Account Parties RenRe of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as As used in this Section 2.06 and in other Sections of this Agreement the term “Lender” includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.062.11, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally Borrowers agree to pay, from time to time, within five ten days after demand by such Bank Lender (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrowers by such BankLender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such Bank's Lender’s commitment to lend hereunder and other commitments of such type, then, within five ten days after demand by such Bank Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally Borrowers agree to pay to the Administrative Agent for the account of such BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such Bank's Lender’s commitment to lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties Borrowers by such Bank Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, prior to the first day of any Interest Period with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for such Interest Period for such Committed Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each such Eurodollar Rate Advance will (i) in the case of requested new Eurodollar Rate Advances, be made as or remain Base Rate Advances or as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such a notice and (ii) in the case of existing Eurodollar Rate Advances, automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances or be continued as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such notice. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or LIBO Rate Advances or to continue to fund or maintain Eurodollar Rate Advances or LIBO Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent, (i) each Eurodollar Rate Advance or LIBO Rate Advance, as the case may be, of such Lender will automatically, upon such demand, Convert into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.08(a)(i), as the case may be, and (ii) the obligation of such Lender to make Eurodollar Rate Advances or LIBO Rate Advances or to Convert Committed Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist (it being understood that such Lender shall make and maintain Base Rate Advances in the amount that would otherwise be made and maintained by such Lender as Eurodollar Advances absent the circumstances described above). (e) Each Bank Lender shall promptly notify the Account Parties Borrowers and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Bank's Lender’s good faith judgment, otherwise disadvantageous to such BankLender) to mitigate or avoid avoid, (i) any obligation by the Account Parties Borrowers to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 2.13 or (ii) the occurrence of any circumstances of the nature described in subsection (c) or (d) above (and, if any Bank Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Bank Lender shall promptly so notify the Account Parties Borrowers and the Administrative Agent). Without limiting the foregoing, each Bank Lender will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties Borrowers of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such Bank's Lender’s good faith judgment, be otherwise disadvantageous to such BankLender. (df) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.08 2.13 (and without limiting subsection (ce) above), if any Bank Lender fails to notify the Account Parties Borrowers of any event or circumstance that will entitle such Bank Lender to compensation pursuant subsection (a) or (b) above or Section 2.08 2.13 within 120 days after such Bank Lender obtains actual knowledge of such event or circumstance, then such Bank Lender shall not be entitled to compensation compensation, from the Account Parties Borrowers for any amount arising prior to the date which is 120 days before the date on which such Bank Lender notifies the Account Parties Borrowers of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank Lender of agreeing to issue make or of issuing making, funding or maintaining Eurodollar Rate Advances or participating in Letters of Credit or the making of Letter of Credit LIBO Rate Advances (excluding, for purposes of this Section 2.062.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 2.12 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties Borrowers jointly and severally agree to pay, from time to time, within five days after demand by such Bank Lender (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrowers by such BankLender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such BankLender's commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties Borrowers jointly and severally agree to pay to the Administrative Agent for the account of such BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such BankLender's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Creditlend hereunder. A certificate as to such amounts submitted to the Account Parties Borrowers by such Bank Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, prior to the first day of any Interest Period with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for such Interest Period for such Committed Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each such Eurodollar Rate Advance will (i) in the case of requested new Eurodollar Rate Advances, be made as or remain Base Rate Advances or as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such a notice and (ii) in the case of existing Eurodollar Rate Advances, automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances or be continued as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such notice. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or LIBO Rate Advances or to continue to fund or maintain Eurodollar Rate Advances or LIBO Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent, (i) each Eurodollar Rate Advance or LIBO Rate Advance, as the case may be, of such Lender will automatically, upon such demand, Convert into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.07(a)(i), as the case may be, and (ii) the obligation of such Lender to make Eurodollar Rate Advances or LIBO Rate Advances or to Convert Committed Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist (it being understood that such Lender shall make and maintain Base Rate Advances in the amount that would otherwise be made and maintained by such Lender as Eurodollar Advances absent the circumstances described above). (e) Each Bank Lender shall promptly notify the Account Parties Borrowers and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such BankLender's good faith judgment, otherwise disadvantageous to such BankLender) to mitigate or avoid avoid, (i) any obligation by the Account Parties Borrowers to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 2.12 or (ii) the occurrence of any circumstances of the nature described in subsection (c) or (d) above (and, if any Bank Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Bank Lender shall promptly so notify the Account Parties Borrowers and the Administrative Agent). Without limiting the foregoing, each Bank Lender will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties Borrowers of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such BankLender's good faith judgment, be otherwise disadvantageous to such BankLender. (df) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.08 2.12 (and without limiting subsection (ce) above), if any Bank Lender fails to notify the Account Parties Borrowers of any event or circumstance that will entitle such Bank Lender to compensation pursuant subsection (a) or (b) above or Section 2.08 2.12 within 120 days after such Bank Lender obtains actual knowledge of such event or circumstance, then such Bank Lender shall not be entitled to compensation compensation, from the Account Parties Borrowers for any amount arising prior to the date which is 120 days before the date on which such Bank Lender notifies the Account Parties Borrowers of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, of any law or regulation or (ii) the compliance with any a guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any a Bank of agreeing to issue make or of issuing making, funding or maintaining or participating in Letters of Credit or Pricing Loans subject to the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 shall govern) LIBOR Pricing Option and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office or any political subdivision thereof)charges similar increases to other similarly-situated borrowers, then the Account Parties jointly and severally agree to pay, from time to time, within five days after upon written demand by such Bank (with a copy of such demand which shall be sent to the Administrative Agent), which demand Parent) Borrowers shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, pay to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank it for such increased cost. A certificate as to the amount of such increased cost, cost submitted to the Account Parties by such Bank, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank's commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties Parent by such Bank shall be conclusive and binding for all purposes, absent manifest error. (cb) Each If a Bank shall promptly notify determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the Account Parties force of law) affects or would affect the amount of capital required or expected to be maintained by such Bank or any corporation controlling it and that amount of such capital is increased by the Administrative Agent existence of any event its commitment to lend or issue Letters of Credit hereunder and other commitments of such type or by the existence of outstanding Pricing Loans or Letters of Credit (or similar obligations), and such Bank charges similar increases to similarly-situated borrowers then, upon written demand by such Bank (a copy of which shall be sent to Parent), Borrowers shall pay to such Bank, from time to time as specified by it, additional amounts sufficient to compensate it has actual knowledge which will result inin the light of such circumstances, and will use reasonable commercial efforts available to the extent that it (and not, reasonably determines such increase in capital to be allocated to the existence of such Bank's good faith judgment, otherwise disadvantageous Loans or commitment to lend hereunder or to the issuance or maintenance of any Letters of Credit. A certificate as to such Bank) amounts submitted to mitigate or avoid any obligation Parent by the Account Parties to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 (and, if any Bank has given notice of any such event and thereafter such event ceases to exist, such Bank shall promptly so notify the Account Parties be conclusive and the Administrative Agent). Without limiting the foregoingbinding for all purposes, each Bank will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties of) any event described in the preceding sentence and such designation will not, in such Bank's good faith judgment, be otherwise disadvantageous to such Bankabsent manifest error. (d) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.08 (and without limiting subsection (c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant subsection (a) or (b) above or Section 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties for any amount arising prior to the date which is 120 days before the date on which such Bank notifies the Account Parties of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) Ifa Anything herein to the contrary notwithstanding, due to either if any changes in present or future applicable law (i) which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the introduction of administration or any change in or in the interpretation ofthereof and requests, in each case after the date hereofdirectives, instructions and notices at any law time or regulation from time to time heretofore or (ii) the compliance with hereafter made upon or otherwise issued to any guideline or request issued after the date hereof from Lender by any central bank or other governmental authority (fiscal, monetary or other authority, whether or not having the force of law), there including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall be any increase in the cost (i) subject such Lender to any Bank tax, levy, impost, duty, charge, fee, deduction or withholding of agreeing any nature with respect to issue or of issuing or maintaining or participating in Letters of Credit this Agreement or the making payment to such Lender of Letter of Credit Advances any amounts due to it hereunder, or (excluding, for purposes of this Section 2.06, any such increased costs resulting from (xii) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in materially change the basis of taxation of overall net income payments to such Lender of the principal of or overall gross income by the United States or by interest on the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office Advances or any political subdivision thereof)other amounts payable to such Lender hereunder, then the Account Parties jointly and severally agree to payor (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, from time to time, within five days after demand by such Bank (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation or deposits in reasonable detail of the amount demanded, to the Administrative Agent or for the account of, or any liabilities of, or loans by an office of such Bank Lender in respect of the transactions contemplated herein, or (iv) impose on such Lender any other condition or requirement with respect to this Agreement or any Advance, and the result of any of the foregoing is (A) to increase the cost to such Lender of making, funding or maintaining all or any part of the Advances or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to such Lender hereunder, or (C) to require such Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender from the Borrower hereunder, then, and in each such case not otherwise provided for hereunder, the Borrower will upon demand made by such Lender promptly following such Lender's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender such additional amounts as will be sufficient to compensate such Bank Lender for such increased additional cost. A certificate as , reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the amount overall net income, profits or gains of any Lender. In determining the additional amounts payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such increased costadditional costs, submitted to the Account Parties by such Bankreductions, shall be conclusive and binding for all purposespayments, absent manifest errorforegone interest or other sums among their respective customers. (b) Ifb Anything herein to the contrary notwithstanding, due to either (i) the introduction of or any change in or in the interpretation of any law or regulationif, in each case after the date hereof, any Lender shall have determined that any present or (ii) the compliance with any guideline future applicable law, rule, regulation, guideline, directive or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be including without limitation any increase change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, or any change therein or in the amount of capital required interpretation or expected to be maintained administration thereof by any Bank governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender with any corporation controlling of the foregoing, either imposes a requirement upon such Bank as a result of Lender to allocate additional capital resources or based upon the existence of increases such BankLender's requirement to allocate capital resources or such Lender's commitment to lend hereunder make, or to such Lender's maintenance of, the Advances hereunder, which has or would have the effect of reducing the return on such Lender's capital to a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to capital adequacy and other commitments assuming full utilization of such typeLender's capital) but for such applicability, thenchange, within five days after demand interpretation, administration or compliance, by any amount deemed by such Bank or Lender to be material, such corporation (with a copy Lender shall promptly after its determination of such demand occurrence give notice thereof to the Administrative AgentBorrower. In such event, commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder shall increase by an amount which demand shall include a statement of the basis for will, in such demand and a calculation Lender's reasonable determination, evidenced by calculations in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay furnished to the Administrative Agent Borrower, compensate such Lender for the account such reduction, such Lender's determination of such Bank, from time amount to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties by such Bank shall be conclusive and binding for all purposesupon the Borrower, absent manifest error. (c) Each Bank shall promptly notify the Account Parties and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in . In determining such Bank's good faith judgment, otherwise disadvantageous to such Bank) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 (and, if any Bank has given notice of any such event and thereafter such event ceases to existamount, such Bank shall promptly so notify the Account Parties and the Administrative Agent). Without limiting the foregoingLender may use any reasonable methods of averaging, each Bank will designate a different Applicable Lending Office if allocating or attributing such designation will avoid (or reduce the cost to the Account Parties of) any event described in the preceding sentence and such designation will not, in such Bank's good faith judgment, be otherwise disadvantageous to such Bankreduction among its customers. (d) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.08 (and without limiting subsection (c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant subsection (a) or (b) above or Section 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties for any amount arising prior to the date which is 120 days before the date on which such Bank notifies the Account Parties of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) If, after the date of this Agreement, due to either either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, of any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes change in the basis of taxation of payments to the Bank of the principal of or interest on the Loan (excluding changes in the rate of tax payable on the Bank's overall net income and bank franchise taxes) or overall gross income by (y) imposition or change in any reserve or similar requirement, and the United States result of any of the foregoing is an increase in the cost to the Bank of agreeing to make or by making, funding or maintaining the foreign jurisdiction or state under Loan (other than the laws of which such Bank is organized or has its Applicable Lending Office or any political subdivision thereofEurodollar Reserve Percentage), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five days after upon demand by such the Bank (with a copy of such demand and within 15 days thereof, pay to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the Bank an additional amount demanded, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such the Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrower by such the Bank, shall be conclusive and binding for all purposes, absent manifest demonstrable error. (b) If, due to either (i) If the introduction of or any change in or in the interpretation of Bank determines that compliance with any law or regulation, in each case after the date hereof, regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in ) affects or would affect the amount of capital required or expected to be maintained by any the Bank or any corporation controlling the Bank and that the amount of such Bank as a result of capital is increased by or based upon the existence of such the Loan or the Bank's commitment to lend hereunder and other commitments of such typehereunder, thenthen the Borrower shall, within five fifteen (15) days after demand by such the Bank, pay to the Bank an additional amount sufficient to compensate the Bank or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such the Bank reasonably determines such increase in capital to be allocable to the existence of such the Loan or the Bank's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Creditlend hereunder. A certificate as to such amounts submitted to the Account Parties Borrower by such the Bank shall be conclusive and binding for all purposes, absent manifest demonstrable error. (c) Each Bank shall promptly notify the Account Parties and the Administrative Agent of Prior to making any event of which it has actual knowledge which will result indemand for compensation under this Section 2.10, and will use reasonable commercial efforts available to it (and not, in unless such Bank's good faith judgment, otherwise action would be economically or legally disadvantageous to such Bank) to mitigate the Bank in the reasoned opinion of its tax or avoid any obligation by regulatory advisors, the Account Parties to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 (and, if any Bank has given notice of any such event and thereafter such event ceases to exist, such Bank shall promptly so notify the Account Parties and the Administrative Agent). Without limiting the foregoing, each Bank will (i) designate a different Applicable Lending Office lending office if such designation will avoid (the need for, or reduce the cost amount of, such compensation to which the Account Parties of) any event described in the preceding sentence and such designation will not, in such Bank's good faith judgment, be otherwise disadvantageous Bank is entitled pursuant to such Bank. (d) Notwithstanding the provisions of subsections (a) this Section 2.10 and (bii) above permit the Borrower to prepay all or Section 2.08 (and without limiting subsection (c) above), if any Bank fails to notify part of the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant subsection (a) or (b) above or Section 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties for any amount arising prior Loan together with interest to the date which is 120 days before of payment, subject to payment of the date on which such Bank notifies the Account Parties cancellation fee in Section 2.5 (if applicable) and payment of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this funding losses pursuant to Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such2.12.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank of agreeing to issue or of issuing or maintaining or participating in Letters of Credit LOCs or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree Pulte agrees to pay, from time to time, within five ten days after demand by such Bank (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Pulte by such Bank, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank's ’s commitment to lend extend credit hereunder and other commitments of such type, then, within five ten days after demand by such Bank or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally agree Pulte agrees to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's ’s commitment to issue or participate in Letters of Credit LOCs hereunder or to the issuance or maintenance of or participation in any Letters of CreditLOC. A certificate as to such amounts submitted to the Account Parties Pulte by such Bank shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly notify the Account Parties Pulte and the Administrative Agent of any event of which it has actual knowledge which that will result in, and will use reasonable commercial efforts available to it (and not, in such Bank's ’s good faith judgment, otherwise disadvantageous to such Bank) to mitigate or avoid avoid, any obligation by the Account Parties of Pulte to pay any amount pursuant to subsection (aSection 2.06(a) or (b2.06(b) above or pursuant to Section 2.08 (and, if any Bank has given notice of any such event and thereafter such event ceases to exist, such Bank shall promptly so notify the Account Parties Pulte and the Administrative Agent). Without limiting the foregoing, each Bank will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties Pulte of) any event described in the preceding sentence and such designation will not, in such Bank's ’s good faith judgment, be otherwise disadvantageous to such Bank. (d) Notwithstanding the provisions of subsections (aSection 2.06(a), 2.06(b) and (b) above or Section 2.08 (and without limiting subsection (cSection 2.06(c) above), if any Bank fails to notify the Account Parties Pulte of any event or circumstance that will entitle such Bank to compensation pursuant subsection (ato Section 2.06(a), 2.06(b) or (b) above or Section 2.08 within 120 90 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties Pulte for any amount arising prior to the date which that is 120 90 days before the date on which such Bank notifies the Account Parties Pulte of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change Change in or in the interpretation of, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law)Law, there shall be any increase in the cost to any Bank of agreeing to make or of making, funding or maintaining Loans or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of any payment on any Letter of Credit Advances (excluding, for purposes of this Section 2.062.15, any such increased costs resulting from (x) Indemnified Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office or any political subdivision thereofExcluded Taxes), then the Account Parties jointly and applicable Borrower severally agree agrees to pay, from time to time, within five days after demand by such Bank (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties applicable Borrower by such Bank, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change Change in or in the interpretation of any law or regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law)Law, there shall be any increase in the amount of capital or liquidity required or expected to be maintained by any Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank's ’s commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and applicable Borrower severally agree agrees to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital or liquidity to be allocable to the existence of such Bank's ’s commitment to issue lend or to Issue or participate in Letters of Credit hereunder or to making, funding or maintaining any Loan or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties 42 applicable Borrower by such Bank shall be conclusive and binding for all purposes, absent manifest error. (c) If, prior to the first day of any Interest Period with respect to any LIBOR Loan, the Required Banks notify the Administrative Agent that the LIBOR Rate for such Interest Period for such LIBOR Loans will not adequately reflect the cost to such Banks of making, funding or maintaining their LIBOR Loans for such Interest Period, the Administrative Agent shall forthwith so notify the applicable Borrower and the Banks, whereupon each such LIBOR Loan will (i) in the case of requested new LIBOR Loans, be made as or remain Base Rate Loans or as a LIBOR Loan with a different Interest Period as to which the Required Banks have not given such a notice and (ii) in the case of existing LIBOR Loans, automatically, on the last day of the then existing Interest Period therefor, convert into Base Rate Loans or be continued as a LIBOR Loan with a different Interest Period as to which the Required Banks have not given such notice. (d) Notwithstanding any other provision of this Agreement, if any Change in Law shall assert that it is unlawful, for any Bank or its Applicable Lending Office to perform its obligations hereunder to make LIBOR Loans or to continue to fund or maintain LIBOR Loans hereunder, then, on notice thereof and demand therefor by such Bank to the Borrowers through the Administrative Agent, (i) each LIBOR Loan of such Bank will automatically, upon such demand, convert into a Base Rate Loan, and (ii) the obligation of such Bank to make LIBOR Loans or to convert Loans into LIBOR Loans shall be suspended until the Administrative Agent shall notify the Borrowers that such Bank has determined that the circumstances causing such suspension no longer exist (it being understood that such Bank shall make and maintain Base Rate Loans in the amount that would otherwise be made and maintained by such Bank as LIBOR Loans absent the circumstances described above). (e) Each Bank shall promptly notify the Account Parties Borrowers and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Bank's ’s good faith judgment, otherwise disadvantageous to such Bank) to mitigate or avoid (i) any obligation by the Account Parties Borrowers to pay any amount pursuant to subsection (aSection 2.15(a) or (b2.15(b) above or pursuant to Section 2.08 2.16 or (ii) the occurrence of any circumstances of the nature described in Section 2.15(c) or 2.15(d) (and, if any Bank has given notice of any such event and thereafter such event ceases to exist, such Bank shall promptly so notify the Account Parties Borrowers and the Administrative Agent). Without limiting the foregoing, each Bank will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties Borrowers of) any event described in the preceding sentence and such designation will not, in such Bank's ’s good faith judgment, be otherwise disadvantageous to such Bank. (df) Notwithstanding the provisions of subsections (aSection 2.15(a), 2.15(b) and (b) above or Section 2.08 2.16 (and without limiting subsection (cSection 2.15(e) above), if any Bank fails to notify the Account Parties Borrowers of any event or circumstance that will entitle such Bank to compensation pursuant subsection (ato Section 2.15(a), 2.15(b) or (b) above or Section 2.08 2.16 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties Borrowers for any amount arising prior to the date which is 120 days before the date on which such Bank notifies the Account Parties Borrowers of such event or circumstance. For avoidance circumstance (except that, if the Change in Law giving rise to compensation is retroactive, then the 120-day shall be extended to include the period of doubtretroactive effect thereof). (g) The applicable Borrower shall pay to each Bank, it is noted that (i) as long as such Bank shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"), additional interest on the term "Bank" unpaid principal amount of each LIBOR Loan equal to the actual costs of such reserves allocated to such Loan by such Bank (as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing determined by such Bank in its capacity as suchgood faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided such Borrower shall have received at least 10 days' prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Bank. If a Bank fails to give notice 10 days prior to the relevant interest payment date, such additional interest or costs shall be due and payable 10 days from receipt of such notice.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank Lender of agreeing to issue make or of issuing making, funding or maintaining Eurodollar Rate Advances or participating in Letters of Credit or the making of Letter of Credit LIBO Rate Advances (excluding, for purposes of this Section 2.062.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 2.12 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally agree to pay, Borrower shall from time to time, within five 5 days after demand by such Bank Lender (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, pay to the Administrative Agent for the account of such Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrower by such BankLender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such BankLender's commitment to lend hereunder and other commitments of such type, then, within five 5 days after demand by such Bank Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to Borrower shall pay to the Administrative Agent for the account of such BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such BankLender's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Creditlend hereunder. A certificate as to such amounts submitted to the Account Parties Borrower by such Bank Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, prior to the first day of any Interest Period with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for such Interest Period for such Committed Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each such Eurodollar Rate Advance will (i) in the case of requested new Eurodollar Rate Advances, be made as or remain Base Rate Advances or as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such a notice and (ii) in the case of existing Eurodollar Rate Advances, automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances or be continued as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such a notice. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation in each case after the date hereof, shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or LIBO Rate Advances or to continue to fund or maintain Eurodollar Rate Advances or LIBO Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance or LIBO Rate Advance, as the case may be, of such Lender will automatically, upon such demand, Convert into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.07(a)(i), as the case may be, and (ii) the obligation of such Lender to make Eurodollar Rate Advances or LIBO Rate Advances or to Convert Committed Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist (it being understood that such Lender shall make and maintain Base Rate Advances in the amount that would otherwise be made and maintained by such Lender as Eurodollar Advances absent the circumstances described above). (e) Each Bank Lender shall promptly notify the Account Parties Borrower and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such BankLender's good faith judgment, otherwise disadvantageous to such BankLender) to mitigate or avoid avoid, (i) any obligation by the Account Parties Borrower to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 2.12 or (ii) the occurrence of any circumstances of the nature described in subsection (c) or (d) above (and, if any Bank Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Bank Lender shall promptly so notify the Account Parties Borrower and the Administrative Agent). Without limiting the foregoing, each Bank Lender will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties Borrower of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such BankLender's good faith judgment, be otherwise disadvantageous to such BankLender. (df) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.08 2.12 (and without limiting subsection (ce) above), if any Bank Lender fails to notify the Account Parties Borrower of any event or circumstance that will entitle such Bank Lender to compensation pursuant subsection (a) or (b) above or Section 2.08 2.12 within 120 days after such Bank Lender obtains actual knowledge of such event or circumstance, then such Bank Lender shall not be entitled to compensation compensation, from the Account Parties Borrower for any amount arising prior to the date which is 120 days before the date on which such Bank Lender notifies the Account Parties Borrower of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) IfAnything herein to the contrary notwithstanding, due to either if any changes in present or future applicable law (i) which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the introduction of administration or any change in or in the interpretation ofthereof and requests, in each case after the date hereofdirectives, instructions and notices at any law time or regulation from time to time heretofore or (ii) the compliance with hereafter made upon or otherwise issued to any guideline or request issued after the date hereof from Lender by any central bank or other governmental authority (fiscal, monetary or other authority, whether or not having the force of law), there including any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall be any increase in the cost (i) subject such Lender to any Bank tax, levy, impost, duty, charge, fee, deduction or withholding of agreeing any nature with respect to issue or of issuing or maintaining or participating in Letters of Credit this Agreement or the making payment to such Lender of Letter of Credit Advances any amounts due to it hereunder, or (excluding, for purposes of this Section 2.06, any such increased costs resulting from (xii) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in materially change the basis of taxation of overall net income payments to such Lender of the principal of or overall gross income by the United States or by interest on the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office Advances or any political subdivision thereof)other amounts payable to such Lender hereunder, then the Account Parties jointly and severally agree to payor (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, from time to time, within five days after demand by such Bank (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation or deposits in reasonable detail of the amount demanded, to the Administrative Agent or for the account of, or any liabilities of, or loans by an office of such Bank additional amounts sufficient Lender in respect of the transactions contemplated herein, or (iv) impose on such Lender any other condition or requirement with respect to compensate this Agreement or any Advance, and the result of any of the foregoing is (A) to increase the cost to such Bank for such increased cost. A certificate as Lender of making, funding or maintaining all or any part of the Advances or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to such increased cost, submitted to the Account Parties by such Bank, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereofLender hereunder, or (iiC) the compliance with to require such Lender to make any guideline payment or request issued after the date hereof from to forego any central bank interest or other governmental authority (whether or not having the force of law)sum payable hereunder, there shall be any increase in the amount of capital required which payment or expected to be maintained foregone interest or other sum is calculated by any Bank or any corporation controlling such Bank as a result of or based upon the existence of such Bank's commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank or such corporation (with a copy of such demand reference to the Administrative Agent), which demand shall include a statement gross amount of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties by such Bank shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly notify the Account Parties and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Bank's good faith judgment, otherwise disadvantageous to such Bank) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 (and, if any Bank has given notice of any such event and thereafter such event ceases to exist, such Bank shall promptly so notify the Account Parties and the Administrative Agent). Without limiting the foregoing, each Bank will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties of) any event described in the preceding sentence and such designation will not, in such Bank's good faith judgment, be otherwise disadvantageous to such Bank. (d) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.08 (and without limiting subsection (c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant subsection (a) or (b) above or Section 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties for any amount arising prior to the date which is 120 days before the date on which such Bank notifies the Account Parties of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.any

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.062.11, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties Borrowers jointly and severally agree to pay, from time to time, within five days after demand by such Bank Lender (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrowers by such BankLender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such BankLender's commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties Borrowers jointly and severally agree to pay to the Administrative Agent for the account of such BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such BankLender's commitment to lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties Borrowers by such Bank Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, prior to the first day of any Interest Period with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for such Interest Period for such Committed Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each such Eurodollar Rate Advance will (i) in the case of requested new Eurodollar Rate Advances, be made as or remain Base Rate Advances or as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such a notice and (ii) in the case of existing Eurodollar Rate Advances, automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances or be continued as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such notice. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or LIBO Rate Advances or to continue to fund or maintain Eurodollar Rate Advances or LIBO Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent, (i) each Eurodollar Rate Advance or LIBO Rate Advance, as the case may be, of such Lender will automatically, upon such demand, Convert into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.08(a)(i), as the case may be, and (ii) the obligation of such Lender to make Eurodollar Rate Advances or LIBO Rate Advances or to Convert Committed Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist (it being understood that such Lender shall make and maintain Base Rate Advances in the amount that would otherwise be made and maintained by such Lender as Eurodollar Advances absent the circumstances described above). (e) Each Bank Lender shall promptly notify the Account Parties Borrowers and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such BankLender's good faith judgment, otherwise disadvantageous to such BankLender) to mitigate or avoid avoid, (i) any obligation by the Account Parties Borrowers to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 2.13 or (ii) the occurrence of any circumstances of the nature described in subsection (c) or (d) above (and, if any Bank Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Bank Lender shall promptly so notify the Account Parties Borrowers and the Administrative Agent). Without limiting the foregoing, each Bank Lender will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties Borrowers of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such BankLender's good faith judgment, be otherwise disadvantageous to such BankLender. (df) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.08 2.13 (and without limiting subsection (ce) above), if any Bank Lender fails to notify the Account Parties Borrowers of any event or circumstance that will entitle such Bank Lender to compensation pursuant subsection (a) or (b) above or Section 2.08 2.13 within 120 days after such Bank Lender obtains actual knowledge of such event or circumstance, then such Bank Lender shall not be entitled to compensation compensation, from the Account Parties Borrowers for any amount arising prior to the date which is 120 days before the date on which such Bank Lender notifies the Account Parties Borrowers of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) Ifa Anything herein to the contrary notwithstanding, due to either if any changes in present or future applicable law (i) which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the introduction of administration or any change in or in the interpretation ofthereof and requests, in each case after the date hereofdirectives, instructions and notices at any law time or regulation from time to time heretofore or (ii) the compliance with hereafter made upon or otherwise issued to any guideline or request issued after the date hereof from Lender by any central bank or other governmental authority (fiscal, monetary or other authority, whether or not having the force of law), there including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall be any increase in the cost (i) subject such Lender to any Bank tax, levy, impost, duty, charge, fee, deduction or withholding of agreeing any nature with respect to issue or of issuing or maintaining or participating in Letters of Credit this Agreement or the making payment to such Lender of Letter of Credit Advances any amounts due to it hereunder, or (excluding, for purposes of this Section 2.06, any such increased costs resulting from (xii) Taxes or Other Taxes (as to which Section 2.08 shall govern) and (y) changes in materially change the basis of taxation of overall net income payments to such Lender of the principal of or overall gross income by the United States or by interest on the foreign jurisdiction or state under the laws of which such Bank is organized or has its Applicable Lending Office Loans or any political subdivision thereof)other amounts payable to such Lender hereunder, then the Account Parties jointly and severally agree to payor (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, from time to time, within five days after demand by such Bank (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation or deposits in reasonable detail of the amount demanded, to the Administrative Agent or for the account of, or any liabilities of, or loans by an office of such Bank Lender in respect of the transactions contemplated herein, or (iv) impose on such Lender any other condition or requirement with respect to this Agreement, the Term Loans, any Revolving Credit Advance or any Swing Line Loan, and the result of any of the foregoing is (A) to increase the cost to such Lender of making, funding or maintaining all or any part of the Loans or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to such Lender hereunder, or (C) to require such Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender from the Borrowers hereunder, then, and in each such case not otherwise provided for hereunder, the Borrowers, jointly and severally, will upon demand made by such Lender promptly following such Lender's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender such additional amounts as will be sufficient to compensate such Bank Lender for such increased additional cost. A certificate as , reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the amount overall net income, profits or gains of any Lender. In determining the additional amounts payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such increased costadditional costs, submitted to the Account Parties by such Bankreductions, shall be conclusive and binding for all purposespayments, absent manifest errorforegone interest or other sums among their respective customers. (b) Ifb Anything herein to the contrary notwithstanding, due to either (i) the introduction of or any change in or in the interpretation of any law or regulationif, in each case after the date hereof, any Lender shall have determined that any present or (ii) the compliance with any guideline future applicable law, rule, regulation, guideline, directive or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be including without limitation any increase change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, regarding capital requirements for banks or bank holding companies generally, or any change therein or in the amount of capital required interpretation or expected to be maintained administration thereof by any Bank governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender with any corporation controlling of the foregoing, either imposes a requirement upon such Bank as a result of Lender to allocate additional capital resources or based upon the existence of increases such BankLender's requirement to allocate capital resources or such Lender's commitment to lend hereunder make, or to such Lender's maintenance of, the Term Loans, the Revolving Credit Advances or Swing Line Loans hereunder, which has or would have the effect of reducing the return on such Lender's capital to a level below that which such Lender could have achieved (taking into consideration such Lender's then existing policies with respect to capital adequacy and other commitments assuming full utilization of such typeLender's capital) but for such applicability, thenchange, within five days after demand interpretation, administration or compliance, by any amount deemed by such Bank or Lender to be material, such corporation (with a copy Lender shall promptly after its determination of such demand occurrence give notice thereof to the Administrative AgentBorrower accompanied by an opinion of counsel to such Lender with respect to such matters, the cost of which opinion shall be paid by the Borrowers. The Borrowers and such Lender shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate such Lender for such reduction. If the Borrowers and such Lender are unable to agree on such adjustment within thirty (30) days of the date on which the Borrowers receive such notice, then commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder shall increase by an amount which demand shall include a statement of the basis for will, in such demand and a calculation Lender's reasonable determination, evidenced by calculations in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay furnished to the Administrative Agent Borrowers, compensate such Lender for the account such reduction, such Lender's determination of such Bank, from time amount to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties by such Bank shall be conclusive and binding for all purposesupon the Borrowers, absent manifest error. (c) Each Bank shall promptly notify the Account Parties and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in . In determining such Bank's good faith judgment, otherwise disadvantageous to such Bank) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 (and, if any Bank has given notice of any such event and thereafter such event ceases to existamount, such Bank shall promptly so notify the Account Parties and the Administrative Agent). Without limiting the foregoingLender may use any reasonable methods of averaging, each Bank will designate a different Applicable Lending Office if allocating or attributing such designation will avoid (or reduce the cost to the Account Parties of) any event described in the preceding sentence and such designation will not, in such Bank's good faith judgment, be otherwise disadvantageous to such Bankreduction among its customers. (d) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.08 (and without limiting subsection (c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant subsection (a) or (b) above or Section 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties for any amount arising prior to the date which is 120 days before the date on which such Bank notifies the Account Parties of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of, in each case after the date hereof, any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.062.11, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.08 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Bank Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Account Parties jointly and severally Borrowers agree to pay, from time to time, within five days after demand by such Bank Lender (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Bank Lender additional amounts sufficient to compensate such Bank Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Parties Borrowers by such BankLender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Bank Lender or any corporation controlling such Bank Lender as a result of or based upon the existence of such BankLender's commitment to lend hereunder and other commitments of such type, then, within five days after demand by such Bank Lender or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally Borrowers agree to pay to the Administrative Agent for the account of such BankLender, from time to time as specified by such BankLender, additional amounts sufficient to compensate such Bank Lender in the light of such circumstances, to the extent that such Bank Lender reasonably determines such increase in capital to be allocable to the existence of such BankLender's commitment to lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Account Parties Borrowers by such Bank Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If, prior to the first day of any Interest Period with respect to any Eurodollar Rate Advances, the Required Lenders notify the Administrative Agent that the Eurodollar Rate for such Interest Period for such Committed Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon each such Eurodollar Rate Advance will (i) in the case of requested new Eurodollar Rate Advances, be made as or remain Base Rate Advances or as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such a notice and (ii) in the case of existing Eurodollar Rate Advances, automatically, on the last day of the then existing Interest Period therefor, Convert into Base Rate Advances or be continued as a Eurodollar Rate Advance with a different Interest Period as to which the Required Lenders have not given such notice. (d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date hereof, shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or LIBO Rate Advances or to continue to fund or maintain Eurodollar Rate Advances or LIBO Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent, (i) each Eurodollar Rate Advance or LIBO Rate Advance, as the case may be, of such Lender will automatically, upon such demand, Convert into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.08(a)(i), as the case may be, and (ii) the obligation of such Lender to make Eurodollar Rate Advances or LIBO Rate Advances or to Convert Committed Advances into Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrowers that such Lender has determined that the circumstances causing such suspension no longer exist (it being understood that such Lender shall make and maintain Base Rate Advances in the amount that would otherwise be made and maintained by such Lender as Eurodollar Advances absent the circumstances described above). (e) Each Bank Lender shall promptly notify the Account Parties Borrowers and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such BankLender's good faith judgment, otherwise disadvantageous to such BankLender) to mitigate or avoid avoid, (i) any obligation by the Account Parties Borrowers to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 2.13 or (ii) the occurrence of any circumstances of the nature described in subsection (c) or (d) above (and, if any Bank Lender has given notice of any such event described in clause (i) or (ii) above and thereafter such event ceases to exist, such Bank Lender shall promptly so notify the Account Parties Borrowers and the Administrative Agent). Without limiting the foregoing, each Bank Lender will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties Borrowers of) any event described in clause (i) or (ii) of the preceding sentence and such designation will not, in such BankLender's good faith judgment, be otherwise disadvantageous to such BankLender. (df) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.08 2.13 (and without limiting subsection (ce) above), if any Bank Lender fails to notify the Account Parties Borrowers of any event or circumstance that will entitle such Bank Lender to compensation pursuant subsection (a) or (b) above or Section 2.08 2.13 within 120 days after such Bank Lender obtains actual knowledge of such event or circumstance, then such Bank Lender shall not be entitled to compensation compensation, from the Account Parties Borrowers for any amount arising prior to the date which is 120 days before the date on which such Bank Lender notifies the Account Parties Borrowers of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.