Common use of Additional Costs in Respect of Letters of Credit Clause in Contracts

Additional Costs in Respect of Letters of Credit. If as a result of any Regulatory Change there shall be imposed, modified or deemed applicable any tax (other than any tax based on or measured by net income), reserve, special deposit or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or participations in such Letters of Credit, and the result shall be to increase the cost to any Revolving Loan Lender of issuing or maintaining any Letter of Credit or any participation therein, or materially reduce any amount receivable by any Revolving Loan Lender hereunder in respect of any Letter of Credit or any participation therein (which increase in cost, or reduction in amount receivable, shall be the result of such Lender’s reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender shall notify Borrower through Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due), and within 15 Business Days after demand therefor by such Lender through Agent, Borrower shall pay to such Lender, from time to time as specified by such Lender, such additional amounts as shall be sufficient to compensate such Lender for such increased costs or reductions in amount. Such statement as to such increased costs or reductions in amount incurred by such Lender, submitted by such Lender to Borrower, shall create a rebuttable presumption as to the accuracy thereof, and may be computed using any reasonable averaging and attribution method. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after any executive officer of such Lender obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the issuance or maintenance of Letters of Credit by such Lender or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that such Lender shall have no obligation so to designate a different lending office which is not located in the United States of America).

Additional Costs in Respect of Letters of Credit. If Without limiting the obligations of the Borrowers under Section 6.01 hereof (but without duplication), if as a result of any Regulatory Change or any risk-based capital guideline or other requirement heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basle Accord there shall be imposed, modified or deemed applicable any tax (other than any tax based on or measured by net income)tax, reserve, special deposit deposit, capital adequacy or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or participations in such Letters of Credit, and the result shall be to increase the cost to any Revolving Loan Lender or Lenders of issuing (or purchasing participations in) or maintaining its obligation hereunder to issue (or purchase participations in) any Letter of Credit hereunder or any participation therein, or materially reduce any amount receivable by any Revolving Loan Lender hereunder in respect of any Letter of Credit or any participation therein (which increase increases in cost, or reduction reductions in amount receivable, shall be the result of such Lender’s 's or Lenders' reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender shall notify Borrower through Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due)then, and within 15 Business Days after upon demand therefor by such Lender or Lenders (through the Administrative Agent), the relevant Borrower shall pay immediately to the Administrative Agent for account of such LenderLender or Lenders, from time to time as specified by such LenderLender or Lenders (through the Administrative Agent), such additional amounts as shall be sufficient to compensate such Lender or Lenders (through the Administrative Agent) for such increased costs or reductions in amount. Such A statement as to such increased costs or reductions in amount incurred by any such LenderLender or Lenders, showing calculations and the basis therefor in reasonable detail, submitted by such Lender or Lenders to the relevant Borrower, shall create a rebuttable presumption be conclusive in the absence of manifest error as to the accuracy amount thereof, and may be computed using any reasonable averaging and attribution method. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after any executive officer of such Lender obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the issuance or maintenance of Letters of Credit by such Lender or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that such Lender shall have no obligation so to designate a different lending office which is not located in the United States of America).

Additional Costs in Respect of Letters of Credit. If as a result of any Regulatory Change there shall be imposed, modified or deemed applicable any tax (other than any tax based on or measured by net income), reserve, special deposit or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or participations in such Letters of Credit, and the result shall be to increase the cost to any Revolving Loan Lender of issuing or maintaining any Letter of Credit or any participation therein, or materially reduce any amount receivable by any Revolving Loan Lender hereunder in respect of any Letter of Credit or any participation therein (which increase in cost, or reduction in amount receivable, shall be the result of such Lender’s 's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender shall notify Borrower through Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due), and within 15 Business Days after demand therefor by such Lender through Agent, Borrower shall pay to such Lender, from time to time as specified by such Lender, such additional amounts as shall be sufficient to compensate such Lender for such increased costs or reductions in amount. Such statement as to such increased costs or reductions in amount incurred by such Lender, submitted by such Lender to Borrower, shall create a rebuttable presumption as to the accuracy thereof, and may be computed using any reasonable averaging and attribution method. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after any executive officer of such Lender obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the issuance or maintenance of Letters of Credit by such Lender or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided PROVIDED that such Lender shall have no obligation so to designate a different lending office which is not located in the United States of America).

Additional Costs in Respect of Letters of Credit. If Subject to Sections 11.7 and 11.15 hereof, if as a result of any Regulatory Change there shall be imposed, modified or deemed applicable any tax (other than any tax based on or measured by net income), reserve, special deposit or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or participations in such Letters of Credit, and the result shall be to increase the cost to any Revolving Loan Lender of issuing or maintaining any Letter of Credit or any participation therein, or materially reduce any amount receivable by any Revolving Loan Lender hereunder in respect of any Letter of Credit or any participation therein (which increase in cost, or reduction in amount receivable, shall be the result of such Lender’s 's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender shall notify Borrower through Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due), and within 15 Business Days after demand therefor by such Lender through Agent, Borrower shall pay to such Lender, from time to time as specified by such Lender, such additional amounts as shall be sufficient to compensate such Lender for such increased costs or reductions in amount. Such statement as to such increased costs or reductions in amount incurred by such Lender, submitted by such Lender to Borrower, shall create a rebuttable presumption be conclusive as to the accuracy amount thereof, absent manifest error, and may be computed using any reasonable averaging and attribution method. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after any executive officer of such Lender obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the issuance or maintenance of Letters of Credit by such Lender or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional costcost (unless Borrower agrees to pay such costs), will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that such Lender shall have no obligation so to designate a different lending office which is not located in the United States of America).

Additional Costs in Respect of Letters of Credit. If as a result of any Regulatory Change there shall be imposed, modified or deemed applicable any tax (other than any tax based on or measured by net income), reserve, special deposit or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or participations in such Letters of Credit, and the result shall be to increase the cost to any Revolving Loan Lender of issuing or maintaining any Letter of Credit or any participation therein, or materially reduce any amount receivable by any Revolving Loan Lender hereunder in respect of any Letter of Credit or any participation therein (which increase in cost, or reduction in amount receivable, shall be the result of such Lender’s 's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender shall notify Borrower through Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due), and within 15 Business Days after demand therefor by such Lender through Agent, Borrower shall pay to such Lender, from time to time as specified by such Lender, such additional amounts as shall be sufficient to compensate such Lender for such increased costs or reductions in amount. Such statement as to such increased costs or reductions in amount incurred by such Lender, submitted by such Lender to Borrower, shall create a rebuttable presumption be conclusive as to the accuracy amount thereof, absent manifest error, and may be computed using any reasonable averaging and attribution method. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after any executive officer of such Lender obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the issuance or maintenance of Letters of Credit by such Lender or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that such Lender shall have no obligation so to designate a different lending office which is not located in the United States of America).

Additional Costs in Respect of Letters of Credit. If as a result of any Regulatory Change there shall be imposed, modified or deemed applicable any tax (other than any tax based on or measured by net income), reserve, special deposit or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or participations in such Letters of Credit, and the result shall be to increase the cost to any Revolving Loan Lender of issuing or maintaining any Letter of Credit or any participation therein, or materially reduce any amount receivable by any Revolving Loan Lender hereunder in respect of any Letter of Credit or any participation therein (which increase in cost, or reduction in amount receivable, shall be the result of such Lender’s reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender shall notify Borrower through Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due), and within 15 Business Days after demand therefor by such Lender through Agent, Borrower shall pay to such Lender, from time to time as specified by such Lender, such additional amounts as shall be sufficient to compensate such Lender for such increased costs or reductions in amount. Such statement as to such increased costs or reductions in amount incurred by such Lender, submitted by such Lender to Borrower, shall create a rebuttable presumption be conclusive as to the accuracy amount thereof, absent manifest error, and may be computed using any reasonable averaging and attribution method. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after any executive officer of such Lender obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the issuance or maintenance of Letters of Credit by such Lender or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that such Lender shall have no obligation so to designate a different lending office which is not located in the United States of America).

Additional Costs in Respect of Letters of Credit. (a) If as a result of any Regulatory Change there shall be imposed, modified or deemed applicable any tax Tax (other than any tax based on Indemnified Tax or measured by net incomeExcluded Tax), reserve, special deposit deposit, or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or participations in such Issuing Bank’s commitment to issue Letters of CreditCredit hereunder, and the result shall be to increase the cost to any Revolving Loan Lender Issuing Bank of issuing or maintaining any Letter of Credit or any participation therein, its commitment to issue Letters of Credit hereunder or materially reduce any amount receivable by any Revolving Loan Lender Issuing Bank hereunder in respect of any Letter of Credit or any participation therein (which increase in cost, cost or reduction in amount receivable, shall be the result of such LenderIssuing Bank’s reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender shall notify Borrower through Agent from time to time, subject to paragraphs (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination b) and (c) of the amount due), and within 15 Business Days after demand therefor by such Lender through Agentthis Section, Borrower shall pay to such Lender, from time to time as specified by such Lender, Issuing Bank such additional amount or amounts as shall be sufficient to will compensate such Lender Issuing Bank for such increased costs or reductions in amount. (b) A certificate of Issuing Bank claiming compensation under this Section and setting forth the additional amount or amounts necessary to compensate Issuing Bank, including in reasonable detail a description of the basis for such claim for compensation and a calculation of such amount or amounts, shall be delivered to Borrower and shall be conclusive absent manifest error, provided that the determination of such amount or amounts is made on a reasonable basis. Such statement Borrower shall pay Issuing Bank the amount shown as due on any such certificate within thirty (30) days after receipt thereof. (c) Failure or delay on the part of Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s right to demand such compensation; provided that Borrower shall not be required to compensate Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than one hundred eighty (180) days prior to the date that Issuing Bank notifies Borrower in writing of the Regulatory Change giving rise to such increased costs or reductions in amount incurred by such Lenderand of Issuing Bank’s intention to claim compensation therefor; provided further that, submitted by such Lender to Borrower, shall create a rebuttable presumption as to if the accuracy thereof, and may be computed using any reasonable averaging and attribution method. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after any executive officer of such Lender obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the issuance or maintenance of Letters of Credit by such Lender or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous Regulatory Change giving rise to such Lender increased costs or reductions is retroactive, then the one hundred eighty (provided that such Lender 180) day period referred to above shall have no obligation so be extended to designate a different lending office which is not located in include the United States period of America)retroactive effect thereof.

Additional Costs in Respect of Letters of Credit. (i) If as a result of any Regulatory Change there shall be imposed, modified or deemed applicable any tax (other than any tax based on or measured by net income)Tax, reserve, special deposit or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or participations in such Letters of Credit, and the result shall be to increase the cost to any Revolving Loan Lender of issuing or maintaining any Letter of Credit or any participation therein, or materially reduce any amount receivable by any Revolving Loan Lender hereunder in respect of any Letter of Credit or any participation therein (which increase in cost, or reduction in amount receivable, shall be the result of such Lender’s 's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender shall notify the U.S. Borrower or the Canadian Borrower, as the case may be, through the appropriate Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due), and within 15 Business Days after demand therefor by such Lender through such Agent, the U.S. Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, from time to time as specified by such Lender, such additional amounts as shall be sufficient to compensate such Lender for such increased costs or reductions in amount. Such statement as to such increased costs or reductions in amount incurred by such Lender, submitted by such Lender to the U.S. Borrower or the Canadian Borrower, as the case may be, shall create a rebuttable presumption be conclusive as to the accuracy amount thereof, absent manifest error, and may be computed using any reasonable averaging and attribution method. Each Lender will notify the U.S. Borrower or the Canadian Borrower, as the case may be, through the appropriate Agent of any event occurring after the date of this Agreement which that will entitle such Lender to compensation pursuant to this Section as promptly as practicable practicable, and in any event within 120 days after any executive officer of such Lender obtains knowledge thereof it becomes aware thereof, and determines to request such compensation, and (if so requested by the U.S. Borrower or the Canadian Borrower, as the case may be, through the appropriate Agent) will designate a different lending office of such Lender for the issuance or maintenance of the Letters of Credit by such Lender or will take such other action as the U.S. Borrower or the Canadian Borrower, as the case may be, may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that no such U.S. Lender shall have no any obligation so to designate a different lending office which is not located in the United States of AmericaAmerica and no such Canadian Lender shall have any obligation so to designate a different lending office which is not located in Canada). (ii) Anything in this Section 2.02(d) notwithstanding, if any Lender elects to require payment by either Borrower of any amount under this Section 2.02(d), the applicable Borrower may, within 60 days after the date of receiving notice thereof and so long as no Default shall have occurred and be continuing, elect to terminate such Lender as a party to this Agreement; provided that, concurrently with such termination the applicable Borrower shall have arranged for an Eligible Assignee as of such date, to become a substitute Lender for all purposes under this Agreement in the manner provided in Section 11.06; provided further that, prior to substitution for any Lender, the applicable Borrower shall have given written notice to the Agents of such intention and the remaining Lenders shall have the option, but no obligation, for a period of 10 days after receipt of such notice, to increase their Commitments in order to replace the affected Lender in lieu of such substitution.

Additional Costs in Respect of Letters of Credit. If Without limiting the obligations of the Borrowers under Section 6.01 hereof (but without duplication) or Section 3.8 of Annex A hereto, if as a result of any Regulatory Change or any risk-based capital guideline or other requirement heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basle Accord there shall be imposed, modified or deemed applicable any tax (other than any tax based on or measured by net income)tax, reserve, special deposit deposit, capital adequacy or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or participations in such Letters of Credit, and the result shall be to increase the cost to any Revolving Loan Lender or Lenders of issuing (or purchasing participations in) or maintaining its obligation hereunder to issue (or purchase participations in) any Letter of Credit hereunder or any participation therein, or materially reduce any amount receivable by any Revolving Loan Lender hereunder in respect of any Letter of Credit or any participation therein (which increase increases in cost, or reduction reductions in amount receivable, shall be the result of such Lender’s 's or Lenders' reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender shall notify Borrower through Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due)then, and within 15 Business Days after upon demand therefor by such Lender or Lenders (through the Administrative Agent), the relevant Borrower shall pay immediately to the Administrative Agent for account of such LenderLender or Lenders, from time to time as specified by such LenderLender or Lenders (through the Administrative Agent), such additional amounts as shall be sufficient to compensate such Lender or Lenders (through the Administrative Agent) for such increased costs or reductions in amount. Such A statement as to such increased costs or reductions in amount incurred by any such LenderLender or Lenders, showing calculations and the basis therefor in reasonable detail, submitted by such Lender or Lenders to the relevant Borrower, shall create a rebuttable presumption be conclusive in the absence of manifest error as to the accuracy amount thereof, and may be computed using any reasonable averaging and attribution method. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after any executive officer of such Lender obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the issuance or maintenance of Letters of Credit by such Lender or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that such Lender shall have no obligation so to designate a different lending office which is not located in the United States of America).

Additional Costs in Respect of Letters of Credit. If as a result of any Regulatory Change there shall be imposed, modified or deemed applicable any tax (other than any tax based on or measured by net income), reserve, special deposit or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or participations in such Letters of Credit, and the result shall be to increase the cost to any Revolving Loan Lender of issuing or maintaining any Letter of Credit or any participation therein, or materially reduce any amount receivable by any Revolving Loan Lender hereunder in respect of any Letter of Credit or any participation therein (which increase in cost, or reduction in amount receivable, shall be the result of such Lender’s 's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender shall notify U.S. Borrower or the Canadian Borrower, as the case may be, through the appropriate Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due), and within 15 Business Days after demand therefor by such Lender through such Agent, U.S. Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, from time to time as specified by such Lender, such additional amounts as shall be sufficient to compensate such Lender for such increased costs or reductions in amount. Such statement as to such increased costs or reductions in amount incurred by such Lender, submitted by such Lender to U.S. Borrower or the Canadian Borrower, as the case may be, shall create a rebuttable presumption be conclusive as to the accuracy amount thereof, absent manifest error, and may be computed using any reasonable averaging and attribution method. Each Lender will notify U.S. Borrower or the Canadian Borrower, as the case may be, through the appropriate Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after any executive officer Executive Officer of such Lender obtains knowledge Knowledge thereof and determines to request such compensation, and (if so requested by U.S. Borrower or the Canadian Borrower, as the case may be, through the appropriate Agent) will designate a different lending office of such Lender for the issuance or maintenance of Letters of Credit by such Lender or will take such other action as U.S. Borrower or the Canadian Borrower, as the case may be, may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided PROVIDED that no such U.S. Lender shall have no any obligation so to designate a different lending office which is not located in the United States of AmericaAmerica and no such Canadian Lender shall have any obligation so to designate a different lending office which is not located in Canada).

Additional Costs in Respect of Letters of Credit. If Subject to Sections 11.7 and 11.17 hereof, if as a result of any Regulatory Change there shall be imposed, modified or deemed applicable any tax (other than any tax based on or measured by net income), reserve, special deposit or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or participations in such Letters of Credit, and the result shall be to increase the cost to any Revolving Loan Lender of issuing or maintaining any Letter of Credit or any participation therein, or materially reduce any amount receivable by any Revolving Loan Lender hereunder in respect of any Letter of Credit or any participation therein (which increase in cost, or reduction in amount receivable, shall be the result of such Lender’s reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender shall notify U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, through the appropriate Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due), and within 15 Business Days after demand therefor by such Lender through such Agent, U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall pay to such Lender, from time to time as specified by such Lender, such additional amounts as shall be sufficient to compensate such Lender for such increased costs or reductions in amount. Such statement as to such increased costs or reductions in amount incurred by such Lender, submitted by such Lender to U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, shall create a rebuttable presumption be conclusive as to the accuracy amount thereof, absent manifest error, and may be computed using any reasonable averaging and attribution method. Each Lender will notify U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, through the appropriate Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.2(d) as promptly as practicable after any executive officer of such Lender obtains knowledge thereof and determines to request such compensation, and (if so requested by U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, through the appropriate Agent) will designate a different lending office of such Lender for the issuance or maintenance of Letters of Credit by such Lender or will take such other action as U.S. Borrower, the Canadian Borrower or the U.K. Borrower, as the case may be, may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that no such U.S. Lender shall have no any obligation so to designate a different lending office which is not located in the United States of America, no such Canadian Lender shall have any obligation so to designate a different lending office which is not located in Canada and no such U.K. Lender shall have any obligation so to designate a different lending office which is not located in the United Kingdom).

Additional Costs in Respect of Letters of Credit. If as a result of any Regulatory Change there shall be imposed, modified or deemed applicable any tax (other than any tax based on or measured by net income)tax, reserve, special deposit or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or participations in such Letters of Credit, and the result shall be to increase the cost to any Revolving Loan Lender of issuing or maintaining any Letter of Credit or any participation therein, or materially reduce any amount receivable by any Revolving Loan Lender hereunder in respect of any Letter of Credit or any participation therein (which increase in cost, or reduction in amount receivable, shall be the result of such Lender’s 's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender shall notify the Borrower through Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due)Agent, and within 15 Business Days after upon demand therefor by such Lender through the Agent, the Borrower shall pay to such Lender, from time to time as specified by such Lender, such additional amounts as shall be sufficient to compensate such Lender for such increased costs or reductions in amount. Such A statement as to such increased costs or reductions in amount incurred by such Lender, submitted by such Lender to the Borrower, shall create a rebuttable presumption be conclusive as to the accuracy amount thereof, absent manifest error, and may be computed using any reasonable averaging and attribution method. Each Lender will notify the Borrower through the Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after any executive officer of such Lender it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower through the Agent) will designate a different lending office of such Lender for the issuance or maintenance of Letters of Credit by such Lender or will take such other action as the Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided PROVIDED that such Lender shall have no obligation so to designate a different lending office which is not located in the United States of America).

Additional Costs in Respect of Letters of Credit. If as a result of any Regulatory Change there shall be imposed, modified or deemed applicable any tax (other than any tax based on or measured by net income)tax, reserve, special deposit or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder under this Agreement or participations in such Letters of Credit, and the result shall be to increase the cost to the Issuing Bank, the Syndicated L/C Bank or any Revolving Loan Lender other Bank of issuing or maintaining any Letter of Credit or any participation therein, or materially reduce any amount receivable by the Issuing Bank, the Syndicated L/C Bank or any Revolving Loan Lender hereunder other Bank in respect of any Letter of Credit or any participation therein (which increase in cost, or reduction in amount receivable, shall be the result of such Lender’s Issuing Bank's, the Syndicated L/C Bank's or such other Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender Issuing Bank, the Syndicated L/C Bank or such other Bank shall notify Borrower the Company through Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due)Agent, and within 15 Business Days after upon demand therefor by such Lender Issuing Bank, the Syndicated L/C Bank or such other Bank through the Agent, each Borrower shall pay to the Issuing Bank, the Syndicated L/C Bank or such Lenderother Bank, from time to time as specified by the Issuing Bank, the Syndicated L/C Bank or such Lenderother Bank, such additional amounts as shall be sufficient to compensate the Issuing Bank, the Syndicated L/C Bank or such Lender other Bank for such increased costs or reductions in amount. Such statement as to Before making such increased costs or reductions in amount incurred by such Lender, submitted by such Lender to Borrower, shall create a rebuttable presumption as to the accuracy thereof, and may be computed using any reasonable averaging and attribution method. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation demand pursuant to this Section as promptly as practicable after any executive officer of 3.10, the Issuing Bank, the Syndicated L/C Bank or such Lender obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) other Bank will designate a different lending office of such Lender available Lending Office for the issuance or maintenance of Letters Letter of Credit by such Lender or will participation or take such other action as Borrower the Company may reasonably request request, if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will would avoid the need for, or reduce the amount of, such compensation and will would not, in the sole opinion of the Issuing Bank, the Syndicated L/C Bank or such Lenderother Bank, be disadvantageous to the Issuing Bank, the Syndicated L/C Bank or such Lender (provided that other Bank. A statement as to such Lender increased costs or reductions in amount incurred by the Issuing Bank, the Syndicated L/C Bank or such other Bank, submitted by the Issuing Bank, the Syndicated L/C Bank or such other Bank to the Company, shall have no obligation so be conclusive as to designate a different lending office which is not located in the United States of America)amount thereof, absent manifest error, and may be prepared using any reasonable averaging and attribution method.

Additional Costs in Respect of Letters of Credit. If as a result of any Regulatory Change there shall be imposed, modified or deemed applicable any tax (other than any tax based on or measured by net income), reserve, special deposit or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or participations in such Letters of Credit, and the result shall be to increase the cost to any Revolving Loan Lender of issuing or maintaining any Letter of Credit or any participation therein, or materially reduce any amount receivable by any Revolving Loan Lender hereunder in respect of any Letter of Credit or any participation therein (which increase in cost, or reduction in amount receivable, shall be the result of such Lender’s 's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender shall notify Borrower through Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due), and within 15 Business Days after demand therefor by such Lender through Agent, Borrower shall pay to such Lender, from time to time as specified by such Lender, such additional amounts as shall be sufficient to compensate such Lender for such increased costs or reductions in amount. Such statement as to such increased costs or reductions in amount incurred by such Lender, submitted by such Lender to Borrower, shall create a rebuttable presumption as to the accuracy thereof, and may be computed using any reasonable averaging and attribution method. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after any executive officer of such Lender obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the issuance or maintenance of Letters of Credit by such Lender or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided PROVIDED that such Lender shall have 22 no obligation so to designate a different lending office which is not located in the United States of America).

Additional Costs in Respect of Letters of Credit. If as a result of any Regulatory Change there shall be imposed, modified or deemed applicable any tax (other than any tax based on or measured by net income)tax, reserve, special deposit or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or participations in such Letters of Credit, and the result shall be to increase the cost to any Revolving Loan Lender of issuing or maintaining any Letter of Credit or any participation therein, or materially reduce any amount receivable by any Revolving Loan Lender hereunder in respect of any Letter of Credit or any participation therein (which increase in cost, or reduction in amount receivable, shall be the result of such Lender’s 's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender shall notify the Borrower through Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due)Agent, and within 15 Business Days after upon demand therefor by such Lender through the Agent, the Borrower shall pay to such Lender, from time to time as specified by such Lender, within fifteen (15) days after request therefor, such additional amounts as shall be sufficient to compensate such Lender for such increased costs or reductions in amount; provided that the Borrower shall not be obligated to compensate any Lender for any such costs or reductions which relate to a period more than seventy-five (75) days prior to such request. Such A statement as to such increased costs or reductions in amount incurred by such Lender, submitted by such Lender to the Borrower, shall create a rebuttable presumption be conclusive as to the accuracy amount thereof, absent manifest error, and may be computed using any reasonable averaging and attribution method. Each Lender will notify the Borrower through the Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after any executive officer of such Lender it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower through the Agent) will designate a different lending office of such Lender for the issuance or maintenance of Letters of Credit by such Lender or will take such other action as the Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that such Lender shall have no obligation so to designate a different lending office which is not located in the United States of America).

Additional Costs in Respect of Letters of Credit. (a) If as a result of any Regulatory Change there shall be imposed, modified or deemed applicable any tax (other than any tax based on or measured by net income)tax, reserve, special deposit deposit, or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or participations in such Issuing Bank’s commitment to issue Letters of CreditCredit hereunder, and the result shall be to increase the cost to any Revolving Loan Lender Issuing Bank of issuing or maintaining any Letter of Credit or any participation therein, its commitment to issue Letters of Credit hereunder or materially reduce any amount receivable by any Revolving Loan Lender Issuing Bank hereunder in respect of any Letter of Credit or any participation therein (which increase in cost, cost or reduction in amount receivable, shall be the result of such LenderIssuing Bank’s reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender shall notify Borrower through Agent from time to time, subject to paragraphs (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination b) and (c) of the amount due), and within 15 Business Days after demand therefor by such Lender through Agentthis Section, Borrower shall pay to such Lender, from time to time as specified by such Lender, Issuing Bank such additional amount or amounts as shall be sufficient to will compensate such Lender Issuing Bank for such increased costs or reductions in amount. (b) A certificate of Issuing Bank claiming compensation under this Section and setting forth the additional amount or amounts necessary to compensate Issuing Bank, including in reasonable detail a description of the basis for such claim for compensation and a calculation of such amount or amounts, shall be delivered to Borrower and shall be conclusive absent manifest error, provided that the determination of such amount or amounts is made on a reasonable basis. Such statement Borrower shall pay Issuing Bank the amount shown as due on any such certificate within thirty (30) days after receipt thereof. (c) Failure or delay on the part of Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s right to demand such compensation; provided that Borrower shall not be required to compensate Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than one hundred eighty (180) days prior to the date that Issuing Bank notifies Borrower in writing of the Regulatory Change giving rise to such increased costs or reductions in amount incurred by such Lenderand of Issuing Bank’s intention to claim compensation therefor; provided further that, submitted by such Lender to Borrower, shall create a rebuttable presumption as to if the accuracy thereof, and may be computed using any reasonable averaging and attribution method. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after any executive officer of such Lender obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the issuance or maintenance of Letters of Credit by such Lender or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous Regulatory Change giving rise to such Lender increased costs or reductions is retroactive, then the one hundred eighty (provided that such Lender 180) day period referred to above shall have no obligation so be extended to designate a different lending office which is not located in include the United States period of America)retroactive effect thereof.

Additional Costs in Respect of Letters of Credit. If as a result of any Regulatory Change there shall be imposed, modified or deemed applicable any tax (other than any tax based on or measured by net income)tax, reserve, special deposit or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder under this Agreement or participations in such Letters of Credit, and the result shall be to increase the cost to the Issuer or any Revolving Loan Lender Bank of issuing or maintaining any Letter of Credit or any participation therein, or materially reduce any amount receivable by the Issuer or any Revolving Loan Lender hereunder Bank in respect of any Letter of Credit or any participation therein (which increase in cost, or reduction in amount receivable, shall be the result of such Lender’s Issuer's or such Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender Issuer or such Bank shall notify Borrower the Company through Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due)Agent, and within 15 Business Days after upon demand therefor by such Lender Issuer or such Bank through the Agent, Borrower the Company (subject to SECTION 12.8) shall pay to the Issuer or such LenderBank, from time to time as specified by the Issuer or such LenderBank, such additional amounts as shall be sufficient to compensate the Issuer or such Lender Bank for such increased costs or reductions in amount. Such statement as to Before making such increased costs or reductions in amount incurred by such Lender, submitted by such Lender to Borrower, shall create a rebuttable presumption as to the accuracy thereof, and may be computed using any reasonable averaging and attribution method. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation demand pursuant to this Section as promptly as practicable after any executive officer of SECTION 6.6, the Issuer or such Lender obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) Bank will designate a different lending office of such Lender available Applicable Lending Office for the issuance or maintenance of Letters Letter of Credit by such Lender or will participation or take such other action as Borrower the Company may reasonably request request, if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of the Issuer or such LenderBank, be disadvantageous to the Issuer or such Lender Bank. A statement as to such increased costs or reductions in amount incurred by the Issuer or such Bank, submitted by the Issuer or such Bank to the Company, shall cover amounts accruing under this SECTION 6.6 with respect to a period beginning not earlier than 120 days from the date thereof, shall be conclusive as to the amount thereof, absent manifest error, and may be prepared using any reasonable averaging and attribution method. In the event any Bank shall seek compensation pursuant to this SECTION 6.6, the Company may give notice to such Bank (with copies to the Agent) that it wishes to seek one or more Eligible Assignees (which may be one or more of the Banks) to purchase and assume the Commitment, Loans, Note, Letter of Credit Liabilities and interests in this Agreement of such Bank. Each Bank requesting compensation pursuant to this SECTION 6.6 each agrees to sell its Commitment, Loans, Note, Letter of Credit Liabilities and interests in this Agreement pursuant to SECTION 12.6 (without recourse, representation or warranty except as provided that in SECTION 12.6) to any such Lender Eligible Assignee for an amount equal to (x) the sum of the outstanding unpaid principal of and accrued interest on such Loans, Note and Letter of Credit Advances, plus (y) all other fees and amounts (including any compensation claimed by such Bank under this SECTION 6.6) owing to such Bank under the Credit Documents, calculated, in each case, to the date such Commitment, Loans, Note, Letter of Credit Liabilities and interests in this Agreement are purchased, whereupon such Bank shall have no further Commitment or other obligation so to designate the Company under this Agreement or any other Credit Document in respect of matters arising after the consummation of such purchase, but shall continue to be entitled to the benefit of, and subject to any obligation incurred by it under, this Agreement and the other Credit Documents in respect of matters occurring during the time it was a different lending office Bank under this Agreement. In the event any Issuer shall seek compensation pursuant to this SECTION 6.6, the Company may give notice to such Issuer (with copies to the Agent) that it wishes another of the Banks to become the Issuer for future Letters of Credit (including any Letters of Credit which is not located the Company may arrange to substitute for any Letter of Credit issued by the retiring Issuer), whereupon such retiring Issuer shall have no further obligation to issue Letters of Credit, but shall continue to be entitled to the benefit of, and subject to any obligation incurred by it under, this Agreement and the other Credit Documents in respect of matters occurring and Letters of Credit issued during the United States time it was the Issuer under this Agreement. Notwithstanding its retirement, the retiring Issuer shall continue to be entitled to reimbursement of America)any and all Letter of Credit Advances made by it under each Letter of Credit issued by it. All fees and other amounts (including any compensation claimed by the retiring Issuer under this SECTION 6.6) owing to the retiring Issuer under the Credit Documents shall be paid to the retiring Issuer at the time of its retirement as Issuer, and the retiring Issuer shall continue to be the Issuer for all purposes of this Agreement with respect to any outstanding Letters of Credit theretofore issued by it.

Additional Costs in Respect of Letters of Credit. If as a result of Subject to Sections 11.7 and 11.16 hereof, if there is any Regulatory Change, and the effect of such Regulatory Change there shall be imposedis to either (i) impose, modified modify or deemed make applicable any tax (other than any tax based on or measured by net income), reserve, special deposit deposit, capital adequacy or similar requirement against letters of credit issued by an Issuer or with respect to participated in by a Lender or measured by reference to Letters (ii) impose on any Issuer or any Lender participating in any Letter of Credit issued any other condition relating, directly or indirectly, to be issued hereunder this Agreement or participations in such Letters any Letter of Credit, and the result shall be is to increase the cost (excluding taxes, which shall be governed solely by Section 4.1, Section 11.3 and Section 11.16) to any Revolving Loan Lender of issuing or maintaining any Letter of Credit or any participation therein, or materially reduce any amount receivable (except as a result of taxes, which shall be governed solely by Section 4.1, Section 11.3 and Section 11.16) by any Revolving Loan Lender hereunder in respect of any Letter of Credit or any participation therein (which increase in cost, or reduction in amount receivable, shall be the result of such Lender’s reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender shall notify the applicable Borrower through the appropriate Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due), and within 15 Business Days after demand therefor by such Lender through such Agent, the applicable Borrower shall pay to such Lender, from time to time as specified by such Lender, such additional amounts as shall be sufficient to compensate such Lender for such increased costs or reductions in amount. Such statement as to such increased costs incurred or reductions in amount incurred receivable by such Lender, submitted by such Lender to Borrower, the applicable Borrower shall create a rebuttable presumption be conclusive as to the accuracy amount thereof, absent manifest error, and may be computed using any reasonable averaging and attribution method. Each Lender will notify the applicable Borrower through the appropriate Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.2(d) as promptly as practicable after any executive officer of such Lender obtains knowledge thereof and determines to request such compensation, and (if so requested by the applicable Borrower through the appropriate Agent) will designate a different lending office of such Lender for the issuance or maintenance of Letters of Credit by such Lender or will take such other action as U.S. Borrower, the Canadian Borrowers, the Singapore Borrower or the U.K. Borrower, as the case may be, may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional costcost (or the costs of which are paid by the applicable Borrower), will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that no such U.S. Lender shall have no any obligation to so to designate a different lending office which is not located in the United States of America, no such Canadian Lender shall have any obligation to so designate a different lending office which is not located in Canada, no such Singapore Lender shall have any obligation to so designate a different lending office which is not located in Singapore and no such U.K. Lender shall have any obligation to so designate a different lending office which is not located in the United Kingdom).

Additional Costs in Respect of Letters of Credit. If as a result of any Regulatory Change there shall be imposed, modified or deemed applicable any tax (other than any tax based on or measured by net income), reserve, special deposit or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or participations in such Letters of Credit, and the result shall be to increase the cost to any Revolving Loan Lender of issuing or maintaining any Letter of Credit or any participation therein, or materially reduce any amount receivable by any Revolving Loan Lender hereunder in respect of any Letter of Credit or any participation therein (which increase in cost, or reduction in amount receivable, shall be the result of such Lender’s 's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender shall notify U.S. Borrower or the Canadian Borrower, as the case may be, through the appropriate Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due), and within 15 Business Days after demand therefor by such Lender through such Agent, U.S. Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, from time to time as specified by such Lender, such additional amounts as shall be sufficient to compensate such Lender for such increased costs or reductions in amount. Such statement as to such increased costs or reductions in amount incurred by such Lender, submitted by such Lender to U.S. Borrower or the Canadian Borrower, as the case may be, shall create a rebuttable presumption be conclusive as to the accuracy amount thereof, absent manifest error, and may be computed using any reasonable averaging and attribution method. Each Lender will notify U.S. Borrower or the Canadian Borrower, as the case may be, through the appropriate Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after any executive officer of such Lender obtains knowledge thereof and determines to request such compensation, and (if so requested by U.S. Borrower or the Canadian Borrower, as the case may be, through the appropriate Agent) will designate a different lending office of such Lender for the issuance or maintenance of Letters of Credit by such Lender or will take such other action as U.S. Borrower or the Canadian Borrower, as the case may be, may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that no such U.S. Lender shall have no any obligation so to designate a different lending office which is not located in the United States of AmericaAmerica and no such Canadian Lender shall have any obligation so to designate a different lending office which is not located in Canada).

Additional Costs in Respect of Letters of Credit. If as a result of any Regulatory Change there shall be imposed, modified or deemed applicable any tax (other than any franchise tax or tax based on or measured by net incomeincome or revenues), reserve, special deposit or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or participations in such Letters of Credit, and the result shall be to increase the cost to any Revolving Loan Lender of issuing or maintaining any Letter of Credit or any participation therein, or materially reduce any amount receivable by any Revolving Loan Lender hereunder in respect of any Letter of Credit or any participation therein (which increase in cost, or reduction in amount receivable, shall be the result of such Lender’s 's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender shall notify U.S. Borrower, the applicable Canadian Borrower or Norwegian Borrower, as the case may be, through the appropriate Administrative Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due), and within 15 Business Days after demand therefor by such Lender through such Administrative Agent, U.S. Borrower, the applicable Canadian Borrower or Norwegian Borrower, as the case may be, shall pay to such Lender, from time to time as specified by such Lender, such additional amounts as shall be sufficient to compensate such Lender for such increased costs or reductions in amount. Such statement as to such increased costs or reductions in amount incurred by such Lender, submitted by such Lender to U.S. Borrower, the applicable Canadian Borrower or Norwegian Borrower, as the case may be, shall create a rebuttable presumption be conclusive as to the accuracy amount thereof, absent manifest error, and may be computed using any reasonable averaging and attribution method. Each Lender will notify U.S. Borrower, the applicable Canadian Borrower or Norwegian Borrower, as the case may be, through the appropriate Administrative Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after any executive officer of such Lender obtains knowledge thereof and determines to request such compensation, and (if so requested by U.S. Borrower, the applicable Canadian Borrower or Norwegian Borrower, as the case may be, through the appropriate Administrative Agent) will designate a different lending office of such Lender for the issuance or maintenance of Letters of Credit by such Lender or will take such other action as U.S. Borrower, the applicable Canadian Borrower or Norwegian Borrower, as the case may be, may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that no such U.S. Lender shall have no any obligation so to designate a different lending office which is not located in the United States of America, no such Canadian Lender shall have any obligation so to designate a different lending office which is not located in Canada and no such Norwegian Lender shall have any obligation so to designate a different lending office which is not located in Norway).

Additional Costs in Respect of Letters of Credit. If as a result of any Regulatory Change there shall be imposed, modified or deemed applicable any tax (other than any tax based on or measured by net income)tax, reserve, special deposit or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder under this Agreement or participations in such Letters of Credit, and the result shall be to increase the cost to the Issuer or any Revolving Loan Lender Bank of issuing or maintaining any Letter of Credit or any participation therein, or materially reduce any amount receivable by the Issuer or any Revolving Loan Lender hereunder Bank in respect of any Letter of Credit or any participation therein (which increase in cost, or reduction in amount receivable, shall be the result of such Lender’s Issuer's or such Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender Issuer or such Bank shall notify Borrower the Company through Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due)Agent, and within 15 Business Days after upon demand therefor by such Lender Issuer or such Bank through the Agent, Borrower the Company (subject to SECTION 12.8) shall pay to the Issuer or such LenderBank, from time to time as specified by the Issuer or such LenderBank, such additional amounts as shall be sufficient to compensate the Issuer or such Lender Bank for such increased costs or reductions in amount. Such statement as to Before making such increased costs or reductions in amount incurred by such Lender, submitted by such Lender to Borrower, shall create a rebuttable presumption as to the accuracy thereof, and may be computed using any reasonable averaging and attribution method. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation demand pursuant to this Section as promptly as practicable after any executive officer of SECTION 6.6, the Issuer or such Lender obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) Bank will designate a different lending office of such Lender available Applicable Lending Office for the issuance or maintenance of Letters Letter of Credit by such Lender or will participation or take such other action as Borrower the Company may reasonably request request, if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of the Issuer or such LenderBank, be disadvantageous to the Issuer or such Lender Bank. A statement as to such increased costs or reductions in amount incurred by the Issuer or such Bank, submitted by the Issuer or such Bank to the Company, shall cover amounts accruing under this SECTION 6.6 with respect to a period beginning not earlier than 120 days from the date thereof, shall be conclusive as to the amount thereof, absent manifest error, and may be prepared using any reasonable averaging and attribution method. In the event any Bank shall seek compensation pursuant to this SECTION 6.6, the Company may give notice to such Bank (with copies to the Agent) that it wishes to seek one or more Eligible Assignees (which may be one or more of the Banks) to purchase and assume the Commitment, Loans, Note, Letter of Credit Liabilities and interests in this Agreement of such Bank. Each Bank requesting compensation pursuant to this SECTION 6.6 each agrees to sell its Commitment, Loans, Note, Letter of Credit Liabilities and interests in this Agreement pursuant to SECTION 12.6 (without recourse, representation or warranty except as provided that in SECTION 12.6) to any such Lender Eligible Assignee for an amount equal to (x) the sum of the outstanding unpaid principal of and accrued and unpaid interest on such Loans, Note and Letter of Credit Advances, plus (y) all other fees and amounts (including any compensation claimed by such Bank under this SECTION 6.6 and including a breakage charge as if such Bank had been prepaid the amount of all of its outstanding Eurodollar Loans) owing to such Bank under the Credit Documents, calculated, in each case, to the date on which such Commitment, Loans, Note, Letter of Credit Liabilities and interests in this Agreement are purchased, whereupon such Bank shall have no further Commitment or other obligation so to designate the Company under this Agreement or any other Credit Document in respect of matters arising after the consummation of such purchase, but shall continue to be entitled to the benefit of, and subject to any obligation incurred by it under, this Agreement and the other Credit Documents in respect of matters occurring during the time it was a different lending office Bank under this Agreement. In the event any Issuer shall seek compensation pursuant to this SECTION 6.6, the Company may give notice to such Issuer (with copies to the Agent) that it wishes another of the Banks to become the Issuer for future Letters of Credit (including any Letters of Credit which is not located the Company may arrange to substitute for any Letter of Credit issued by the retiring Issuer), whereupon such retiring Issuer shall have no further obligation to issue Letters of Credit, but shall continue to be entitled to the benefit of, and subject to any obligation incurred by it under, this Agreement and the other Credit Documents in respect of matters occurring and Letters of Credit issued during the United States time it was the Issuer under this Agreement. Notwithstanding its retirement, the retiring Issuer shall continue to be entitled to reimbursement of America)any and all Letter of Credit Advances made by it under each Letter of Credit issued by it. All fees and other amounts (including any compensation claimed by the retiring Issuer under this SECTION 6.6) owing to the retiring Issuer under the Credit Documents shall be paid to the retiring Issuer at the time of its retirement as Issuer, and the retiring Issuer shall continue to be the Issuer for all purposes of this Agreement with respect to any outstanding Letters of Credit theretofore issued by it.

Additional Costs in Respect of Letters of Credit. If Without limiting the obligations of the Borrower under Section 5.01 hereof (but without duplication), if as a result of any Regulatory Change or any risk-based capital guideline or other requirement heretofore or hereafter issued by any Governmental Authority there shall be imposed, modified or deemed applicable any tax (other than any tax based on or measured by net income)tax, reserve, special deposit deposit, capital adequacy or similar requirement against or with respect to or measured by reference to Letters of Credit issued or to be issued hereunder or participations in such Letters of Credit, and the result shall be to increase the cost to any Revolving Loan Lender or Lenders of issuing (or purchasing participations in) or maintaining its obligation hereunder to issue (or purchase participations in) any Letter of Credit hereunder or any participation therein, or materially reduce any amount receivable by any Revolving Loan Lender hereunder in respect of any Letter of Credit or any participation therein (which increase increases in cost, or reduction reductions in amount receivable, shall be the result of such Lender’s 's or Lenders' reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Lender shall notify Borrower through Agent (which notice shall be accompanied by a statement setting forth in reasonable detail the basis for the determination of the amount due)then, and within 15 Business Days after upon demand therefor by such Lender or Lenders (through the Administrative Agent), the Borrower shall pay immediately to the Administrative Agent for account of such LenderLender or Lenders, from time to time as specified by such LenderLender or Lenders (through the Administrative Agent), such additional amounts as shall be sufficient to compensate such Lender or Lenders (through the Administrative Agent) for such increased costs or reductions in amount. Such A statement as to such increased costs or reductions in amount incurred by any such LenderLender or Lenders, submitted by such Lender or Lenders to Borrower, the Borrower shall create a rebuttable presumption be conclusive in the absence of manifest error as to the accuracy amount thereof, and may be computed using any reasonable averaging and attribution method. Each Lender will notify Borrower through Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section as promptly as practicable after any executive officer of such Lender obtains knowledge thereof and determines to request such compensation, and (if so requested by Borrower through Agent) will designate a different lending office of such Lender for the issuance or maintenance of Letters of Credit by such Lender or will take such other action as Borrower may reasonably request if such designation or action is consistent with the internal policy of such Lender and legal and regulatory restrictions, can be undertaken at no additional cost, will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender (provided that such Lender shall have no obligation so to designate a different lending office which is not located in the United States of America).CREDIT AGREEMENT