THEN THE BORROWER
SHALL BE LIABLE FOR, AND SHALL FROM TIME TO TIME, UPON DEMAND THEREFOR BY SUCH
ISSUING LENDER IN THE FORM OF A CERTIFICATE AS TO SUCH AMOUNTS, SHOWING A
CALCULATION OF SUCH AMOUNTS IN REASONABLE DETAIL, SUBMITTED TO THE BORROWER AND
THE ADMINISTRATIVE AGENT BY SUCH ISSUING LENDER, WHICH CERTIFICATE SHALL BE
PRESUMPTIVE EVIDENCE OF SUCH AMOUNTS (WITH A COPY TO THE ADMINISTRATIVE AGENT),
WITHIN FIFTEEN (15) DAYS AFTER WRITTEN DEMAND THEREFOR BY THE ADMINISTRATIVE
AGENT ON BEHALF OF SUCH ISSUING LENDER (WHICH DEMAND THE ADMINISTRATIVE AGENT
HEREBY AGREES TO DELIVER), PAY TO THE ADMINISTRATIVE AGENT, FOR THE ACCOUNT OF
SUCH ISSUING LENDER, FROM TIME TO TIME AS SPECIFIED BY SUCH ISSUING LENDER, SUCH
ADDITIONAL AMOUNTS AS ARE SUFFICIENT TO CAUSE SUCH ISSUING LENDER TO RECEIVE
LETTER OF CREDIT FEES UNDER SECTION 3.3(A) FROM THE DATE OF ISSUANCE OR
RECHARACTERIZATION, AS THE CASE MAY BE.
(D)
EACH ISSUING LENDER AND EACH LENDER AGREE TO NOTIFY THE BORROWER
AND THE ADMINISTRATIVE AGENT IN WRITING PROMPTLY OF ANY CIRCUMSTANCES THAT WOULD
CAUSE THE BORROWER TO PAY ADDITIONAL AMOUNTS PURSUANT TO THIS SECTION 2.10,
PROVIDED THAT THE FAILURE TO GIVE SUCH NOTICE SHALL NOT AFFECT THE BORROWER'S
OBLIGATION TO PAY SUCH ADDITIONAL AMOUNTS HEREUNDER.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY IN THIS
SECTION 2.10, THE BORROWER SHALL HAVE NO OBLIGATION TO
PAY ANY ADDITIONAL AMOUNTS UNDER CLAUSE (A), (B) OR (C) OF THIS SECTION 2.10
UNLESS THE CLAIMING ISSUING LENDER OR LENDER SHALL HAVE MADE DEMAND UPON THE
BORROWER FOR SUCH ADDITIONAL AMOUNTS WITHIN SIX (6) MONTHS AFTER THE CLAIMING
ISSUING LENDER OR LENDER OBTAINED KNOWLEDGE OF THE CIRCUMSTANCES THAT WOULD
CAUSE THE BORROWER TO PAY SUCH ADDITIONAL AMOUNTS; PROVIDED, HOWEVER, THAT THE
FOREGOING LIMITATION SHALL NOT APPLY TO ANY SUCH ADDITIONAL AMOUNTS ARISING OUT
OF THE RETROACTIVE APPLICATION OF ANY LAW, REGULATION, RULE GUIDELINE OR
DIRECTIVE WITHIN SUCH SIX (6) MONTH PERIOD.
A LENDER OR ISSUING LENDER SHALL BE
DEEMED TO HAVE OBTAINED KNOWLEDGE OF ANY CIRCUMSTANCES THAT WOULD CAUSE THE
BORROWER TO PAY SUCH ADDITIONAL AMOUNTS IF ANY RULES WITH RESPECT TO SUCH
INCREASE HAVE BEEN PUBLISHED IN THE FEDERAL REGISTER AND SUCH KNOWLEDGE SHALL BE
DEEMED TO HAVE BEEN OBTAINED ON THE LATER OF THE DATE WHEN SUCH NEW RULE (I) IS
PUBLISHED IN THE FEDERAL REGISTER AND (II) BECOMES EFFECTIVE.
WITHOUT PREJUDICE
TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE BORROWER HEREUNDER, THE AGREEMENTS
AND OBLIGATIONS OF THE BORROWER IN THIS SECTION 2.10 SHALL SURVIVE THE PAYMENT
OF ALL OTHER OBLIGATIONS.
(E)
IF THE BORROWER IS REQUIRED TO PAY ADDITIONAL AMOUNTS TO ANY
LENDER OR THE ADMINISTRATIVE AGENT PURSUANT TO SECTION 2.10, THEN SUCH LENDER
SHALL USE ITS REASONABLE BEST EFFORTS (CONSISTENT WITH LEGAL AND REGULATORY
RESTRICTIONS) TO TAKE SUCH ACTIONS (INCLUDING, IF APPLICABLE, TO CHANGE THE
JURISDICTION OF ITS APPLICABLE LENDING OFFICE) SO AS TO MINIMIZE ANY SUCH
ADDITIONAL PAYMENT BY THE BORROWER WHICH MAY THEREAFTER ACCRUE IF SUCH CHANGE IN
THE JUDGMENT OF SUCH LENDER IS NOT OTHERWISE DISADVANTAGEOUS TO SUCH LENDER.
SECTION 2.11.