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 Issuing Banks 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 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 such 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 such Issuing Bank or such Bank, the Borrower agrees to pay such Issuing Bank or such Bank, from time to time as specified by such Issuing Bank or such Bank, such additional amounts as shall be sufficient to compensate such Issuing Bank or such Bank for such increased costs or reductions in amount. A statement as to such increased costs or reductions in amount incurred by such Issuing Bank or such Bank, submitted by such Issuing Bank or such Bank to the Borrower, shall be conclusive as to the amount thereof, provided that the determination 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 Issuing Banks Agent 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 any Issuing Bank 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 such Issuing Bankthe Agent's or such Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then, upon demand by such Issuing Bank the Agent or such Bank, the Borrower agrees to pay such Issuing Bank the Agent or such Bank, as the case may be, from time to time as specified by such Issuing Bank the Agent or such Bank, as the case may be, such additional amounts as shall be sufficient to compensate such Issuing Bank the Agent or such Bank for such increased costs or reductions in amount. A statement as to such increased costs or reductions in amount incurred by such Issuing Each Bank or such Bank, submitted by such Issuing Bank or such 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 as to the amount thereofconclusive, provided that the determination thereof 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 Issuing Banks 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 any Issuing Bank 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 such Issuing Bank'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 Issuing Bank or such Bankthrough Administrative Agent, the Borrower agrees Company (subject to Section 13.6 hereof) shall pay such Issuing Bank or to such Bank, from time to time as specified by such Issuing Bank or such Bank, such additional amounts as shall be sufficient to compensate such Issuing Bank or such Bank for such increased costs or reductions in amount. Before making such demand pursuant to this Section 6.6, such Bank will designate a different available Applicable Lending Office for the Letter of Credit of such Bank 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 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 Issuing Bank or such Bank, submitted by such Issuing Bank or such Bank to the BorrowerCompany, shall be conclusive as to the amount thereof, provided that the determination thereof 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, 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 Issuing Banks 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 any the 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 such the Issuing Bank's or such other Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then, upon demand by such the Issuing Bank or such Bankother Bank shall notify the Company through the Agent, and upon demand therefor by the Borrower agrees to pay such Issuing Bank or such other Bank through the Agent, each Borrower shall pay to the Issuing Bank or such other Bank, from time to time as specified by such the Issuing Bank or such other Bank, such additional amounts as shall be sufficient to compensate such the Issuing Bank or such other Bank for such increased costs or reductions in amount. Before making such demand pursuant to this Section 3.10, the Issuing Bank or such other Bank will 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 Issuing Bank or such other Bank. A statement as to such increased costs or reductions in amount incurred by such the Issuing Bank or such other Bank, submitted by such the Issuing Bank or such other Bank to the BorrowerCompany, shall be conclusive as to the amount thereof, provided that the determination thereof 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, 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 an Issuing Banks Bank 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 any 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 such the 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 such Issuing Bank or such Bank, the Borrower agrees Borrowers agree to pay such Issuing Bank or such Bank, from time to time as specified by such Issuing Bank or such Bank, such additional amounts as shall be sufficient to compensate such Issuing Bank or such Bank for such increased costs or reductions in amount. A statement as to such increased costs or reductions in amount incurred by such Issuing Bank or such Bank, submitted by such Issuing Bank or such Bank to the BorrowerBorrowers, shall be conclusive as to the amount thereof, provided that the determination 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 any Issuing Banks 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 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 such 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 BankBank (through the Administrative Agent), the Borrower agrees Company shall pay immediately to pay the Administrative Agent for account of such Issuing Bank or such Bank, from time to time as specified by such Issuing Bank or such Bank, such additional amounts as shall be sufficient to compensate such Issuing Bank or such Bank for such increased costs or reductions in amount. A statement 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 increased 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 reductions in such Bank does give such notice. Each Issuing Bank and each Bank will furnish to the Company a certificate setting forth the basis and amount incurred of each request by such Issuing Bank or such Bank, submitted as the 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 compensate such Issuing Bank or such Bank to the Borrower, under this Section 5.07 shall be conclusive as to the amount thereofconclusive, provided that the determination thereof is such determinations and allocations are 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 to issue or participate in Letters of Credit hereunder, and the result shall be to increase the cost to the an Issuing Banks Bank 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 any 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 such the 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 such Issuing Bank or such Bank, the Borrower agrees to pay such Issuing Bank or such Bank, from time to time as specified by such Issuing Bank or such Bank, such additional amounts as shall be sufficient to compensate such Issuing Bank or such Bank for such increased costs or reductions in amount. 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 or such Bank, submitted by such Issuing Bank or such Bank to the Borrower, shall be conclusive as to the amount thereof, provided that the determination 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 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 Issuing Banks 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 any Issuing Bank 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 such 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 such Issuing Bank or such Bank, the Borrower Company agrees to pay such Issuing Bank or such Bank, from time immediately to time as specified by such Issuing Bank or such Bank, such additional amounts as shall be sufficient such Bank from time to time specifies as necessary to compensate such Issuing Bank or such Bank for such increased costs or reductions in amount. A the amounts incurred by such Bank, all as set forth in a statement as submitted to the Company, which statement shall be conclusive provided that such increased costs or reductions in amount incurred by such Issuing Bank or such Bank, submitted by such Issuing Bank or such Bank to the Borrower, shall be conclusive as to the amount thereof, provided that the determination thereof is made are determined on a reasonable basis; any such statement shall set forth the basis for the respective calculation.

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 Issuing Banks 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 any Issuing Bank the 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 such Issuing BankIssuer'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 Issuing Bank Issuer or such BankBank through the Agent, the Borrower agrees Company (subject to SECTION 12.8) shall pay such Issuing Bank to the Issuer or such Bank, from time to time as specified by such Issuing Bank the Issuer or such Bank, such additional amounts as shall be sufficient to compensate such Issuing Bank the Issuer or such Bank for such increased costs or reductions in amount. Before making such demand pursuant to this SECTION 6.6, the Issuer or such Bank will 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 Issuer or such Bank. A statement as to such increased costs or reductions in amount incurred by such Issuing Bank the Issuer or such Bank, submitted by such Issuing Bank the Issuer or such Bank to the BorrowerCompany, 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, provided that the determination thereof is made on a absent manifest error, and may be prepared using any reasonable basisaveraging and attribution method.