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 participations in such Letters of Credit, and the result shall be to increase the cost to any Bank of issuing or maintaining any Letter of Credit or any participation therein, or reduce any amount receivable by 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 Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Bank shall notify the Company through Agent, and upon demand therefor by such Bank through Agent, the Company (subject to Section 13.6 hereof) shall pay to such Bank, from time to time as specified by such Bank, such additional amounts as shall be sufficient to compensate 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 Bank, submitted by such Bank to the Company, shall be conclusive as to the amount thereof, absent 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 or participations the Commitments to issue or participate in such Letters of CreditCredit hereunder, and the result shall be to increase the cost to the Agent or any Bank of issuing issuing, maintaining or maintaining participating in any Letter of Credit or any participation therein, 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 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), then such Bank shall notify the Company through Agentthen, and upon demand therefor by the Agent or such Bank through AgentBank, the Company (subject Borrower agrees to Section 13.6 hereof) shall pay to 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. Before making such demand pursuant Each Bank will furnish to this Section 6.6the Borrower, within 180 days after such Bank will designate actually incurs such increase in cost or reduction in amount receivable, a different available Applicable Lending Office for the Letter of Credit certificate of such Bank claiming compensation under this Section and setting forth the basis and the additional amount or take amounts to be paid to it hereunder. Each such other action as certificate shall be conclusive, provided that 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 determination of such Bank exercised in good faith, be disadvantageous to such Bank. A statement as to such increased costs amount or reductions in amount incurred by such Bank, submitted by such Bank to the Company, shall be conclusive as to the amount thereof, absent manifest erroramounts 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 under this Agreement or participations in such Letters of Credit, and the result shall be to increase the cost to the Issuing Bank or any other Bank of issuing or maintaining any Letter of Credit or any participation therein, or reduce any amount receivable by 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 the Issuing Bank's or such other Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then the Issuing Bank or such other Bank shall notify the Company through the Agent, and upon demand therefor by the Issuing Bank or such other Bank through the Agent, the Company (subject to Section 13.6 hereof) each Borrower shall pay to the Issuing Bank or such other Bank, from time to time as specified by the Issuing Bank or such other Bank, such additional amounts as shall be sufficient to compensate the Issuing Bank or such other Bank for such increased costs or reductions in amount. Before making such demand pursuant to this Section 6.63.10, the Issuing Bank or such other Bank will designate a different available Applicable Lending Office for the Letter of Credit of such Bank or participation or take such other action as the Company may reasonably request, if such designation or action 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 or such Bank exercised in good faithother Bank, be disadvantageous to the Issuing Bank or such other Bank. A statement as to such increased costs or reductions in amount incurred by the Issuing Bank or such other Bank, submitted by the Issuing Bank or such other Bank to the Company, shall be conclusive as to the 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 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 participations the commitments to issue or participate in such Letters of CreditCredit hereunder, and the result shall be to increase the cost to the Issuing Banks or any Bank of issuing issuing, maintaining or maintaining participating in any Letter of Credit or any participation therein, 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 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), then such Bank shall notify the Company through Agentthen, and upon demand therefor by such Issuing Bank through Agentor such Bank, the Company (subject Borrower agrees to Section 13.6 hereof) shall pay to 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. 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 CompanyBorrower, shall be conclusive as to the amount thereof, absent manifest errorprovided 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 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 Credit Agreement or deemed applicable any 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 Bank or Banks of issuing (or purchasing participations in) or maintaining its obligation hereunder to issue (or purchase participations in) any Letter of Credit or any participation therein, hereunder or reduce any amount receivable by any Bank 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 Bank's or Banks' reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Bank shall notify the Company through Agentthen, and upon demand therefor by such Bank or Banks (through the Administrative Agent), the Company (subject to Section 13.6 hereof) shall pay immediately to the Administrative Agent for account of such BankBank or Banks, from time to time as specified by such BankBank or Banks (through the Administrative Agent), such additional amounts as shall be sufficient to compensate such Bank or Banks (through the Administrative Agent) 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 any such BankBank or Banks, submitted by such Bank or Banks to the Company, Company shall be conclusive in the absence of manifest error as to the amount thereof, absent 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 or participations the commitments to issue or participate in such Letters of CreditCredit hereunder, and the result shall be to increase the cost to an Issuing Bank or any Bank of issuing issuing, maintaining or maintaining participating in any Letter of Credit or any participation therein, its commitment to issue or participate in Letters of Credit hereunder or reduce any amount receivable by an 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 the Issuing Bank's or such Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Bank shall notify the Company through Agentthen, and upon demand therefor by such Issuing Bank through Agentor such Bank, the Company (subject Borrower agrees to Section 13.6 hereof) shall pay to 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. Before making such demand A statement delivered to Borrower within 360 days after the occurrence of any event entitling it to compensation pursuant to this Section 6.65.7, 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 CompanyBorrower, shall be conclusive as to the amount thereof, absent manifest errorprovided 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 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 the commitments to issue or participate in such Letters of CreditCredit hereunder, and the result shall be to increase the cost to an Issuing Bank or any Bank of issuing issuing, maintaining or maintaining participating in any Letter of Credit or any participation therein, its commitment to issue or participate in Letters of Credit hereunder or reduce any amount receivable by an 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 the Issuing Bank's or such Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Bank shall notify the Company through Agentthen, and upon demand therefor by such Issuing Bank through Agentor such Bank, the Company (subject Borrowers agree to Section 13.6 hereof) shall pay to 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. 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 CompanyBorrowers, shall be conclusive as to the amount thereof, absent manifest errorprovided 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 taxTax, reserve, special deposit 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 participations participated in such Letters of Creditby a Bank party to this Agreement on the Effective Date, and the result shall be to increase the cost to any such Bank of issuing or maintaining any Letter Syndicated Letters of Credit or any participation 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 such Bank hereunder in respect of any Letter Syndicated Letters of Credit or any participation therein Bank Letters of Credit (which increase in cost, or reduction in amount receivable, shall be the result of such Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Bank shall notify the Company through Agentthen, and upon demand therefor by such Bank through AgentBank, the Company (subject agrees to Section 13.6 hereof) shall pay immediately to such Bank, from time to time as specified by such Bank, such additional amounts as shall be sufficient such Bank from time to time specifies as necessary to compensate 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 amounts incurred by such Bank, all as set forth in a statement submitted by such Bank to the Company, which statement shall be conclusive as to provided that such costs or reductions are determined on a reasonable basis; any such statement shall set forth the amount thereof, absent manifest errorbasis 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 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 under this Agreement or participations in such Letters of Credit, and the result shall be to increase the cost to the Issuer or any Bank of issuing or maintaining any Letter of Credit or any participation therein, or reduce any amount receivable by 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 Issuer's or such Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Issuer or such Bank shall notify the Company through the Agent, and upon demand therefor by such Issuer or such Bank through the Agent, the Company (subject to Section 13.6 hereofSECTION 12.8) shall pay to the Issuer or such Bank, from time to time as specified by the Issuer or such Bank, such additional amounts as shall be sufficient to compensate the Issuer or such Bank for such increased costs or reductions in amount. Before making such demand pursuant to this Section SECTION 6.6, the Issuer or such Bank will designate a different available Applicable Lending Office for the Letter of Credit of such Bank 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 exercised in good faithBank, be disadvantageous to the Issuer or such 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.

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 or deemed applicable any 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 Issuing Bank or any Bank of issuing (or purchasing participations in) or maintaining its obligation hereunder to issue (or purchase participations in) any Letter of Credit or any participation therein, hereunder 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 increases in cost, or reduction reductions in amount receivable, shall be the result of such Issuing Bank's or such Banks' reasonable allocation of the aggregate of such increases or reductions resulting from such event), then then, upon demand by such Issuing Bank or such Bank shall notify (through the Company through Administrative Agent, and upon demand therefor by such Bank through Agent), the Company (subject to Section 13.6 hereof) shall pay immediately to 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. Before making Each Issuing Bank and each Bank shall notify the Company of any event occurring after the date hereof entitling such demand 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 6.65.07 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 designate furnish to the Company a different available Applicable Lending Office for certificate setting forth the Letter basis and amount of Credit of each request by such Issuing 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 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 to the Company, or Bank under this Section 5.07 shall be conclusive as to the amount thereofconclusive, absent manifest errorprovided that 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 participations in such Letters of Credit, and the result shall be to increase the cost to any Bank of issuing or maintaining any Letter of Credit or any participation therein, or reduce any amount receivable by 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 Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Bank shall notify the Company through Administrative Agent, and upon demand therefor by such Bank through Administrative Agent, the Company (subject to Section 13.6 hereof) shall pay to such Bank, from time to time as specified by such Bank, such additional amounts as shall be sufficient to compensate 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 Bank, submitted by such Bank to the Company, shall be conclusive as to the amount thereof, absent manifest error.. (33)

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 participations in such Letters of Credit, and the result shall be to increase the cost to any Bank of issuing or maintaining any Letter of Credit or any participation therein, or reduce any amount receivable by 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 Bank's reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Bank shall notify the Company through Administrative Agent, and upon demand therefor by such Bank through Administrative Agent, the Company (subject to Section 13.6 hereof) shall pay to such Bank, from time to time as specified by such Bank, such additional amounts as shall be sufficient to compensate 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 Bank, submitted by such Bank to the Company, shall be conclusive as to the amount thereof, absent manifest error.

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 or deemed applicable any 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 Bank or Banks of issuing (or purchasing participations in) or maintaining its obligation hereunder to issue (or purchase participations in) any Letter of Credit or any participation therein, hereunder or reduce any amount receivable by any Bank 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 Bank's or Banks' reasonable allocation of the aggregate of such increases or reductions resulting from such event), then such Bank shall notify the Company through Agentthen, and upon demand therefor by such Bank or Banks (through the Agent), the Company (subject to Section 13.6 hereof) Borrower shall pay immediately to the Agent for account of such BankBank or Banks, from time to time as specified by such BankBank or Banks (through the Agent), such additional amounts as shall be sufficient to compensate such Bank or Banks (through the Agent) 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 any such BankBank or Banks, submitted by such Bank or Banks to the Company, Borrower shall be conclusive in the absence of manifest error as to the amount thereof, absent manifest error.