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, 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, 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 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 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 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 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 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, 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 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, 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.