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, 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 the Commitments to issue or participate in Letters of Credit hereunder, and the result shall be to increase the cost to the Agent or any Bank of issuing, maintaining or participating in any Letter of Credit or its Commitment to issue or participate in Letters of Credit hereunder or reduce any amount receivable by the Agent or any Bank hereunder in respect of any Letter of Credit (which increase in cost, or reduction in amount receivable, shall be the result of the Agent's or such Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then, upon demand by the Agent or such Bank, the Borrower agrees to pay the Agent or such Bank, as the case may be, from time to time as specified by the Agent or such Bank, as the case may be, such additional amounts as shall be sufficient to compensate the Agent or such Bank for such increased costs or reductions in amount. Each Bank will furnish to the Borrower, within 180 days after such Bank actually incurs such increase in cost or reduction in amount receivable, a certificate of such Bank claiming compensation under this Section and setting forth the basis and the additional amount or amounts to be paid to it hereunder. Each such certificate shall be conclusive, provided that the determination of such amount or amounts is made on a reasonable basis.

Additional Costs in Respect of Letters of Credit. If as a ------------------------------------------------ result of any Regulatory Change there shall be imposed, modified, modified or deemed applicable any 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 the Commitments to issue or participate participations in such Letters of Credit hereunderCredit, and the result shall be to increase the cost to the Agent or any Bank of issuing, issuing or maintaining or participating in any Letter of Credit or its Commitment to issue or participate in Letters of Credit hereunder any participation therein, or reduce any amount receivable by the Agent or any Bank 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 the Agent's or such Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), thenthen such Bank shall notify the Company through Agent, and upon demand therefor by such Bank through Agent, the Agent or Company (subject to Section 13.6 hereof) shall pay to such Bank, the Borrower agrees to pay the Agent or such Bank, as the case may be, from time to time as specified by the Agent or such Bank, as the case may be, such additional amounts as shall be sufficient to compensate the Agent or such Bank for such increased costs or reductions in amount. Each Before making such demand pursuant to this Section 6.6, such Bank will furnish to designate a different available Applicable Lending Office for the Borrower, within 180 days after such Bank actually incurs such increase in cost or reduction in amount receivable, a certificate Letter of Credit of such Bank claiming or take such other action as the Company may request, if such designation or action will avoid the need for, or reduce the amount of, such compensation under this Section and setting forth will not, in the basis and sole opinion of such Bank exercised in good faith, be disadvantageous to such Bank. A statement as to such increased costs or reductions in amount incurred by such Bank, submitted by such Bank to the additional amount or amounts to be paid to it hereunder. Each such certificate Company, shall be conclusiveconclusive as to the amount thereof, provided that the determination of such amount or amounts is made on a reasonable basisabsent manifest error.

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, 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 the Commitments commitments to issue or participate in Letters of Credit hereunder, and the result shall be to increase the cost to the Agent Issuing Banks or any Bank of issuing, maintaining or participating in any Letter of Credit or its Commitment commitment to issue or participate in Letters of Credit hereunder or reduce any amount receivable by the Agent any Issuing Bank or any Bank hereunder in respect of any Letter of Credit (which increase in cost, or reduction in amount receivable, shall be the result of the Agentsuch Issuing Bank's or such Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then, upon demand by the Agent such Issuing Bank or such Bank, the Borrower agrees to pay the Agent such Issuing Bank or such Bank, as the case may be, from time to time as specified by the Agent such Issuing Bank or such Bank, as the case may be, such additional amounts as shall be sufficient to compensate the Agent such Issuing Bank or such Bank for such increased costs or reductions in amount. Each A statement as to such increased costs or reductions in amount incurred by such Issuing Bank will furnish or such Bank, submitted by such Issuing Bank or such Bank to the Borrower, within 180 days after such Bank actually incurs such increase in cost or reduction in amount receivable, a certificate of such Bank claiming compensation under this Section and setting forth the basis and the additional amount or amounts to be paid to it hereunder. Each such certificate shall be conclusiveconclusive as to the amount thereof, provided that the determination of such amount or amounts thereof is made on a reasonable basis.

Additional Costs in Respect of Letters of Credit. If as a ------------------------------------------------ result of any Regulatory Change there shall be imposed, modified, modified or deemed applicable any 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 under this Agreement or the Commitments to issue or participate participations in such Letters of Credit hereunderCredit, and the result shall be to increase the cost to the Agent Issuing Bank or any other Bank of issuing, issuing or maintaining or participating in any Letter of Credit or its Commitment to issue or participate in Letters of Credit hereunder any participation therein, or reduce any amount receivable by the Agent Issuing Bank or any other Bank 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 the AgentIssuing Bank's or such other Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), thenthe Issuing Bank or such other Bank shall notify the Company through the Agent, and upon demand therefor by the Agent Issuing Bank or such Bankother Bank through the Agent, each Borrower shall pay to the Borrower agrees to pay the Agent Issuing Bank or such other Bank, as the case may be, from time to time as specified by the Agent Issuing Bank or such other Bank, as the case may be, such additional amounts as shall be sufficient to compensate the Agent Issuing Bank or such other Bank for such increased costs or reductions in amount. Each Before making such demand pursuant to this Section 3.10, the Issuing Bank or such other Bank will furnish designate a different available Lending Office for the Letter of Credit or participation or take such other action as the Company may reasonably request, if such designation or action would avoid the need for, or reduce the amount of, such compensation and would not, in the sole opinion of the Issuing Bank or such other Bank, be disadvantageous to the Borrower, within 180 days after Issuing Bank or such Bank actually incurs other Bank. A statement as to such increase in cost increased costs or reduction reductions in amount receivableincurred by the Issuing Bank or such other Bank, a certificate of submitted by the Issuing Bank or such other Bank claiming compensation under this Section and setting forth to the basis and the additional amount or amounts to be paid to it hereunder. Each such certificate Company, shall be conclusiveconclusive as to the amount thereof, provided that the determination of such amount or amounts is made on a absent manifest error, and may be prepared using any reasonable basisaveraging and attribution method.

Additional Costs in Respect of Letters of Credit. If as a ------------------------------------------------ result of any Regulatory Change there shall be imposed, modified, modified or deemed applicable any 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 the Commitments to issue or participate participations in such Letters of Credit hereunderCredit, and the result shall be to increase the cost to the Agent or any Bank of issuing, issuing or maintaining or participating in any Letter of Credit or its Commitment to issue or participate in Letters of Credit hereunder any participation therein, or reduce any amount receivable by the Agent or any Bank 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 the Agent's or such Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), thenthen such Bank shall notify the Company through Administrative Agent, and upon demand therefor by such Bank through Administrative Agent, the Agent or Company (subject to Section 13.6 hereof) shall pay to such Bank, the Borrower agrees to pay the Agent or such Bank, as the case may be, from time to time as specified by the Agent or such Bank, as the case may be, such additional amounts as shall be sufficient to compensate the Agent or such Bank for such increased costs or reductions in amount. Each Before making such demand pursuant to this Section 6.6, such Bank will furnish to designate a different available Applicable Lending Office for the Borrower, within 180 days after such Bank actually incurs such increase in cost or reduction in amount receivable, a certificate Letter of Credit of such Bank claiming or take such other action as the Company may request, if such designation or action will avoid the need for, or reduce the amount of, such compensation under this Section and setting forth will not, in the basis and sole opinion of such Bank exercised in good faith, be disadvantageous to such Bank. A statement as to such increased costs or reductions in amount incurred by such Bank, submitted by such Bank to the additional amount or amounts to be paid to it hereunder. Each such certificate Company, shall be conclusiveconclusive as to the amount thereof, provided that the determination of such amount or amounts is made on a reasonable basis.absent manifest error. (33)

Additional Costs in Respect of Letters of Credit. If (a) Without limiting the obligations of the Borrower under Section 3.2 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, modified or deemed applicable any tax, reserve, special 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 the Commitments to issue or participate in Letters of Credit hereunder, and the result shall be to increase the cost to the Agent or any Bank or Banks of issuing, issuing (or purchasing participations in) or maintaining its obligation hereunder to issue (or participating in purchase participations in) any Letter of Credit or its Commitment to issue or participate in Letters of Credit hereunder or reduce any amount receivable by the Agent or any Bank hereunder in respect of any Letter of Credit (which increase increases in cost, or reduction reductions in amount receivable, shall be the result of the Agent's or such Bank's or Banks' reasonable allocation of the aggregate of such increases or reductions resulting from such event), then, upon demand by such Bank or Banks (through the Agent or such BankAgent), the Borrower agrees shall pay immediately to pay the Agent for account of such Bank or such Bank, as the case may beBanks, from time to time as specified by such Bank or Banks (through the Agent or such Bank, as the case may beAgent), such additional amounts as shall be sufficient to compensate the Agent or such Bank or Banks (through the Agent) for such increased costs or reductions in amount. Each A statement as to such increased costs or reductions in amount incurred by any such Bank will furnish or Banks, submitted by such Bank or Banks to the Borrower, within 180 days after such Bank actually incurs such increase in cost or reduction in amount receivable, a certificate of such Bank claiming compensation under this Section and setting forth the basis and the additional amount or amounts to be paid to it hereunder. Each such certificate Borrower shall be conclusive, provided that conclusive in the determination absence of such manifest error as to the amount or amounts is made on a reasonable basisthereof.

Additional Costs in Respect of Letters of Credit. If as a ------------------------------------------------ result of any Regulatory Change there shall be imposed, modified, modified or deemed applicable any 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 under this Agreement or the Commitments to issue or participate participations in such Letters of Credit hereunderCredit, and the result shall be to increase the cost to the Agent Issuer or any Bank of issuing, issuing or maintaining or participating in any Letter of Credit or its Commitment to issue or participate in Letters of Credit hereunder any participation therein, or reduce any amount receivable by the Agent Issuer or any Bank 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 the Agentsuch Issuer's or such Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), thensuch Issuer or such Bank shall notify the Company through the Agent, and upon demand therefor by such Issuer or such Bank through the Agent Agent, the Company (subject to SECTION 12.8) shall pay to the Issuer or such Bank, the Borrower agrees to pay the Agent or such Bank, as the case may be, from time to time as specified by the Agent Issuer or such Bank, as the case may be, such additional amounts as shall be sufficient to compensate the Agent Issuer or such Bank for such increased costs or reductions in amount. Each Before making such demand pursuant to this SECTION 6.6, the Issuer or such Bank will furnish designate a different available Applicable Lending Office for the Letter of Credit or participation or take such other action as the Company may request, if such designation or action will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of the Issuer or such Bank, be disadvantageous to the BorrowerIssuer or such Bank. A statement as to such increased costs or reductions in amount incurred by the Issuer or such Bank, within 180 days after submitted by the Issuer or such Bank actually incurs such increase in cost or reduction in amount receivableto the Company, a certificate of such Bank claiming compensation shall cover amounts accruing under this Section and setting forth SECTION 6.6 with respect to a period beginning not earlier than 120 days from the basis and the additional amount or amounts to be paid to it hereunder. Each such certificate date thereof, shall be conclusiveconclusive as to the amount thereof, provided that the determination of such amount or amounts is made on a absent manifest error, and may be prepared using any reasonable basisaveraging and attribution method.

Additional Costs in Respect of Letters of Credit. If as a ------------------------------------------------ result of any Regulatory Change there shall be imposed, modified, modified or deemed applicable any 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 the Commitments to issue or participate participations in such Letters of Credit hereunderCredit, and the result shall be to increase the cost to the Agent or any Bank of issuing, issuing or maintaining or participating in any Letter of Credit or its Commitment to issue or participate in Letters of Credit hereunder any participation therein, or reduce any amount receivable by the Agent or any Bank 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 the Agent's or such Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), thenthen such Bank shall notify the Company through Administrative Agent, and upon demand therefor by such Bank through Administrative Agent, the Agent or Company (subject to Section 13.6 hereof) shall pay to such Bank, the Borrower agrees to pay the Agent or such Bank, as the case may be, from time to time as specified by the Agent or such Bank, as the case may be, such additional amounts as shall be sufficient to compensate the Agent or such Bank for such increased costs or reductions in amount. Each Before making such demand pursuant to this Section 6.6, such Bank will furnish to designate a different available Applicable Lending Office for the Borrower, within 180 days after such Bank actually incurs such increase in cost or reduction in amount receivable, a certificate Letter of Credit of such Bank claiming or take such other action as the Company may request, if such designation or action will avoid the need for, or reduce the amount of, such compensation under this Section and setting forth will not, in the basis and sole opinion of such Bank exercised in good faith, be disadvantageous to such Bank. A statement as to such increased costs or reductions in amount incurred by such Bank, submitted by such Bank to the additional amount or amounts to be paid to it hereunder. Each such certificate Company, shall be conclusiveconclusive as to the amount thereof, provided that the determination of such amount or amounts is made on a reasonable basisabsent manifest error.

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, 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 the Commitments commitments to issue or participate in Letters of Credit hereunder, and the result shall be to increase the cost to the Agent an Issuing Bank or any Bank of issuing, maintaining or participating in any Letter of Credit or its Commitment commitment to issue or participate in Letters of Credit hereunder or reduce any amount receivable by the Agent an Issuing Bank or any Bank hereunder in respect of any Letter of Credit (which increase in cost, or reduction in amount receivable, shall be the result of the AgentIssuing Bank's or such Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then, upon demand by the Agent such Issuing Bank or such Bank, the Borrower agrees to pay the Agent such Issuing Bank or such Bank, as the case may be, from time to time as specified by the Agent such Issuing Bank or such Bank, as the case may be, such additional amounts as shall be sufficient to compensate the Agent such Issuing Bank or such Bank for such increased costs or reductions in amount. Each A statement delivered to Borrower within 360 days after the occurrence of any event entitling it to compensation pursuant to this Section 5.7, as to such increased costs or reductions in amount incurred by such Issuing Bank will furnish or such Bank, submitted by such Issuing Bank or such Bank to the Borrower, within 180 days after such Bank actually incurs such increase in cost or reduction in amount receivable, a certificate of such Bank claiming compensation under this Section and setting forth the basis and the additional amount or amounts to be paid to it hereunder. Each such certificate shall be conclusiveconclusive as to the amount thereof, provided that the determination of such amount or amounts thereof is made on a reasonable basis.

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, 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 the Commitments commitments to issue or participate in Letters of Credit hereunder, and the result shall be to increase the cost to the Agent an Issuing Bank or any Bank of issuing, maintaining or participating in any Letter of Credit or its Commitment commitment to issue or participate in Letters of Credit hereunder or reduce any amount receivable by the Agent an Issuing Bank or any Bank hereunder in respect of any Letter of Credit (which increase in cost, or reduction in amount receivable, shall be the result of the AgentIssuing Bank's or such Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then, upon demand by the Agent such Issuing Bank or such Bank, the Borrower agrees Borrowers agree to pay the Agent such Issuing Bank or such Bank, as the case may be, from time to time as specified by the Agent such Issuing Bank or such Bank, as the case may be, such additional amounts as shall be sufficient to compensate the Agent such Issuing Bank or such Bank for such increased costs or reductions in amount. Each A statement as to such increased costs or reductions in amount incurred by such Issuing Bank will furnish or such Bank, submitted by such Issuing Bank or such Bank to the BorrowerBorrowers, within 180 days after such Bank actually incurs such increase in cost or reduction in amount receivable, a certificate of such Bank claiming compensation under this Section and setting forth the basis and the additional amount or amounts to be paid to it hereunder. Each such certificate shall be conclusiveconclusive as to the amount thereof, provided that the determination of such amount or amounts thereof is made on a reasonable basis.

Additional Costs in Respect of Letters of Credit. If Without limiting the obligations of the Company under Section 5.01 hereof (but without duplication), if as a ------------------------------------------------ result of any Regulatory Change there shall be imposed, modified, modified or deemed applicable any tax, reserve, special 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 the Commitments to issue or participate in Letters of Credit hereunder, and the result shall be to increase the cost to the Agent any Issuing Bank or any Bank of issuing, issuing (or purchasing participations in) or maintaining its obligation hereunder to issue (or participating in purchase participations in) any Letter of Credit or its Commitment to issue or participate in Letters of Credit hereunder or reduce any amount receivable by the Agent any Issuing Bank or any Bank hereunder in respect of any Letter of Credit (which increase increases in cost, or reduction reductions in amount receivable, shall be the result of the Agentsuch Issuing Bank's or such Bank's Banks' reasonable allocation of the aggregate of such increases or reductions resulting from such event), then, upon demand by such Issuing Bank or such Bank (through the Administrative Agent), the Company shall pay immediately to the Administrative Agent for account of such Issuing Bank or such Bank, the Borrower agrees to pay the Agent or such Bank, as the case may be, from time to time as specified by the Agent such Issuing Bank or such Bank, as the case may be, such additional amounts as shall be sufficient to compensate the Agent such Issuing Bank or such Bank for such increased costs or reductions in amount. Each Issuing Bank and each Bank shall notify the Company of any event occurring after the date hereof entitling such Issuing Bank or such Bank, as the case may be, to compensation under this Section 5.07 as promptly as practicable, but in any event within 45 days, after such Issuing Bank or such Bank obtains actual knowledge thereof; provided that if any Issuing Bank or any Bank fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Issuing Bank or such Bank shall, with respect to compensation payable pursuant to this Section 5.07 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.07 for costs incurred from and after the date 45 days prior to the date that such Issuing Bank or such Bank does give such notice. Each Issuing Bank and each Bank will furnish to the Borrower, within 180 days after such Bank actually incurs such increase in cost or reduction in amount receivable, Company a certificate of such Bank claiming compensation under this Section and setting forth the basis and amount of each request by such Issuing Bank or such Bank, as the additional amount case may be, for compensation under this Section 5.07. Determinations and allocations by any Issuing Bank or any Bank for purposes of this Section 5.07 of the effect of any Regulatory Change and of the amounts required to be paid to it hereunder. Each compensate such certificate Issuing Bank or Bank under this Section 5.07 shall be conclusive, provided that the determination of such amount or amounts is determinations and allocations are made on a reasonable basis.

Additional Costs in Respect of Letters of Credit. If Without limiting the obligations of the Company 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 govern- ment or governmental or supervisory authority implementing at the national level the Basel Accord there shall be imposed, modified, modified Credit Agreement or deemed applicable any tax, reserve, special 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 the Commitments to issue or participate in Letters of Credit hereunder, and the result shall be to increase the cost to the Agent or any Bank or Banks of issuing, issuing (or purchasing participations in) or maintaining its obligation hereunder to issue (or participating in purchase participations in) any Letter of Credit or its Commitment to issue or participate in Letters of Credit hereunder or reduce any amount receivable by the Agent or any Bank hereunder in respect of any Letter of Credit (which increase increases in cost, or reduction reductions in amount receivable, shall be the result of the Agent's or such Bank's or Banks' reasonable allocation of the aggregate of such increases or reductions resulting from such event), then, upon demand by such Bank or Banks (through the Agent or such BankAdministrative Agent), the Borrower agrees Company shall pay immediately to pay the Administrative Agent for account of such Bank or such Bank, as the case may beBanks, from time to time as specified by such Bank or Banks (through the Agent or such Bank, as the case may beAdministrative Agent), such additional amounts as shall be sufficient to compensate the Agent or such Bank or Banks (through the Administrative Agent) for such increased costs or reductions in amount. Each A statement as to such increased costs or reductions in amount incurred by any such Bank will furnish or Banks, submitted by such Bank or Banks to the Borrower, within 180 days after such Bank actually incurs such increase in cost or reduction in amount receivable, a certificate of such Bank claiming compensation under this Section and setting forth the basis and the additional amount or amounts to be paid to it hereunder. Each such certificate Company shall be conclusive, provided that conclusive in the determination absence of such manifest error as to the amount or amounts is made on a reasonable basisthereof.

Additional Costs in Respect of Letters of Credit. If as a ------------------------------------------------ result of any Regulatory Change there shall be imposed, modified, modified or deemed applicable any taxTax, reserve, special deposit, Capital Maintenance Costs or similar requirement other requirements against or with respect to or measured by reference to Syndicated Letters of Credit or Bank Letters of Credit issued or to be issued by any Bank hereunder or participated in by a Bank party to this Agreement on the Commitments to issue or participate in Letters of Credit hereunderEffective Date, and the result shall be to increase the cost to the Agent or any such Bank of issuing, issuing or maintaining or participating in any Letter Syndicated Letters of Credit or its Commitment to issue or participate in Bank Letters of Credit hereunder or to such Bank party to this Agreement on the Effective Date participating therein, or reduce any amount receivable by the Agent or any such Bank hereunder in respect of any Letter Syndicated Letters of Credit or Bank Letters of Credit (which increase in cost, or reduction in amount receivable, shall be the result of the Agent's or such Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then, upon demand by the Agent or such Bank, the Borrower Company agrees to pay the Agent or immediately to such Bank, as the case may be, from time to time as specified by the Agent or such Bank, as the case may be, such additional amounts as shall be sufficient such Bank from time to time specifies as necessary to compensate the Agent or such Bank for such increased costs or reductions in amount. Each Bank will furnish the amounts incurred by such Bank, all as set forth in a statement submitted to the BorrowerCompany, within 180 days after such Bank actually incurs such increase in cost or reduction in amount receivable, a certificate of such Bank claiming compensation under this Section and setting forth the basis and the additional amount or amounts to be paid to it hereunder. Each such certificate which statement shall be conclusive, conclusive provided that the determination of such amount costs or amounts is made reductions are determined on a reasonable basis; any such statement shall set forth the basis for the respective calculation.