Common use of Increased Costs, Etc Clause in Contracts

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof (including, without limitation, Xxxx-Xxxxx and Basel III, regardless of the date enacted, adopted or issued) or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation (including, without limitation, Xxxx-Xxxxx and Basel III, regardless of the date enacted, adopted or issued) or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of of, in each case after the date hereof, any law or regulation made after the date hereof (includingregulation, without limitation, Xxxx-Xxxxx and Basel III, regardless of the date enacted, adopted or issued) or (ii) the compliance with any guideline or request from issued after the date hereof by any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made or (iii) the introduction of or changeover to the Euro in any participating member state occurring after the date hereof, there shall be any increase in the cost to any Lender the Bank of agreeing to make issue or of making, funding issuing or maintaining LOCs or the making of Advances (excluding, for purposes of this Section 2.122.07, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.09 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income (or franchise taxes in lieu thereof) by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender the Bank is organized or has its Lending Office or any political subdivision thereof), then ACE agrees to pay to the Borrower shall Bank, from time to time, upon time within five Business Days after demand by such Lender (with the Bank, which demand shall include a copy statement of the basis for such demand to and a calculation in reasonable detail of the Administrative Agent)amount demanded, pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender the Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to ACE by the Borrower by such LenderBank, shall be conclusive and binding for all purposes, absent manifest demonstrable error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation (includingregulation, without limitation, Xxxx-Xxxxx and Basel III, regardless of in each case after the date enactedhereof, adopted or issued) or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law)) or (iii) the introduction of or changeover to the Euro in any participating member state occurring after the date hereof, there shall be any increase in the amount of capital required or expected to be maintained by any Lender the Bank or any corporation controlling such Lender the Bank as a result of or based upon the existence of such Lender’s commitment to lend hereunder the Commitment and other commitments of this such type, then, upon demand by such Lender or such corporation (with a copy of such demand then ACE agrees to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of Bank or such Lendercorporation, from time to time as specified within five Business Days after demand by the Bank or such Lendercorporation, which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, additional amounts sufficient to compensate the Bank or such Lender corporation in the light of such circumstances, to the extent that the Bank or such Lender corporation reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunderthe Commitment. A certificate as to such amounts submitted to ACE by the Borrower by Bank or such Lender corporation shall be conclusive and binding for all purposes, absent manifest demonstrable error. (c) The Bank shall promptly notify ACE of any event of which it has actual knowledge that will result in, and will use reasonable commercial efforts available to it (and not, in the Bank’s good faith judgment, otherwise disadvantageous to the Bank) to mitigate or avoid, any obligation of ACE to pay any amount pursuant to Section 2.07(a), 2.07(b) or 2.09 (and, if the Bank has given notice of any such event and thereafter such event ceases to exist, the Bank shall promptly so notify ACE). Without limiting the foregoing, the Bank will designate a different Lending Office if such designation will avoid (or reduce the cost to ACE of) any event described in the preceding sentence and such designation will not, in the Bank’s good faith judgment, be otherwise disadvantageous to the Bank. (d) Notwithstanding the provisions of Section 2.07(a), 2.07(b) or 2.09 (and without limiting Section 2.07(c) above), if the Bank fails to notify ACE of any event or circumstance that will entitle the Bank to compensation pursuant to Section 2.07(a), 2.07(b) or 2.09 within 120 days after the Bank obtains actual knowledge of such event or circumstance, then the Bank shall not be entitled to compensation from ACE for any amount arising prior to the date that is 120 days before the date on which the Bank notifies ACE of such event or circumstance.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of of, in each case after the date hereof, any law or regulation made after the date hereof (including, without limitation, Xxxx-Xxxxx and Basel III, regardless of the date enacted, adopted or issued) or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender Bank of agreeing to make issue or of making, funding issuing or maintaining or participating in Letters of Credit or the making of Letter of Credit Advances (excluding, for purposes of this Section 2.122.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.08 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender Bank is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall Account Parties jointly and severally agree to pay, from time to time, upon within five days after demand by such Lender Bank (with a copy of such demand to the Administrative Agent), pay which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Lender Bank additional amounts sufficient to compensate such Lender Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower Account Parties by such LenderBank, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation (includingregulation, without limitation, Xxxx-Xxxxx and Basel III, regardless of in each case after the date enactedhereof, adopted or issued) or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender Bank or any corporation controlling such Lender Bank as a result of or based upon the existence of such Lender’s Bank's commitment to lend hereunder and other commitments of this such type, then, upon within five days after demand by such Lender Bank or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the Borrower shall basis for such demand and a calculation in reasonable detail of the amount demanded, the Account Parties jointly and severally agree to pay to the Administrative Agent for the account of such LenderBank, from time to time as specified by such LenderBank, additional amounts sufficient to compensate such Lender Bank in the light of such circumstances, to the extent that such Lender Bank reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunderBank's commitment to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrower Account Parties by such Lender Bank shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly notify the Account Parties and the Administrative Agent of any event of which it has actual knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Bank's good faith judgment, otherwise disadvantageous to such Bank) to mitigate or avoid any obligation by the Account Parties to pay any amount pursuant to subsection (a) or (b) above or pursuant to Section 2.08 (and, if any Bank has given notice of any such event and thereafter such event ceases to exist, such Bank shall promptly so notify the Account Parties and the Administrative Agent). Without limiting the foregoing, each Bank will designate a different Applicable Lending Office if such designation will avoid (or reduce the cost to the Account Parties of) any event described in the preceding sentence and such designation will not, in such Bank's good faith judgment, be otherwise disadvantageous to such Bank. (d) Notwithstanding the provisions of subsections (a) and (b) above or Section 2.08 (and without limiting subsection (c) above), if any Bank fails to notify the Account Parties of any event or circumstance that will entitle such Bank to compensation pursuant subsection (a) or (b) above or Section 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled to compensation from the Account Parties for any amount arising prior to the date which is 120 days before the date on which such Bank notifies the Account Parties of such event or circumstance. For avoidance of doubt, it is noted that the term "Bank" as used in this Section 2.06 and in other Sections of this Agreement includes the Issuing Bank in its capacity as such.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of of, in each case after the date hereof, any law or regulation made after the date hereof (including, without limitation, Xxxx-Xxxxx and Basel III, regardless of the date enacted, adopted or issued) or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender Bank of agreeing to make issue or of making, funding issuing or maintaining or participating in LOCs or the making of Advances (excluding, for purposes of this Section 2.122.06, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.08 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender Bank is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall ACE agrees to pay, from time to time, upon within five days after demand by such Lender Bank (with a copy of such demand to the Administrative Agent), pay which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, to the Administrative Agent for the account of such Lender Bank additional amounts sufficient to compensate such Lender Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower ACE by such LenderBank, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation (includingregulation, without limitation, Xxxx-Xxxxx and Basel III, regardless of in each case after the date enactedhereof, adopted or issued) or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender Bank or any corporation controlling such Lender Bank as a result of or based upon the existence of such LenderBank’s commitment to lend extend credit hereunder and other commitments of this such type, then, upon within ten days after demand by such Lender Bank or such corporation (with a copy of such demand to the Administrative Agent), which demand shall include a statement of the Borrower shall basis for such demand and a calculation in reasonable detail of the amount demanded, ACE agrees to pay to the Administrative Agent for the account of such LenderBank, from time to time as specified by such LenderBank, additional amounts sufficient to compensate such Lender Bank in the light of such circumstances, to the extent that such Lender Bank reasonably determines such increase in capital to be allocable to the existence of such LenderBank’s Commitment hereundercommitment to issue or participate in LOCs hereunder or to the issuance or maintenance of or participation in any LOC. A certificate as to such amounts submitted to the Borrower ACE by such Lender Bank shall be conclusive and binding for all purposes, absent manifest error. (c) Each Bank shall promptly notify ACE and the Administrative Agent of any event of which it has actual knowledge that will result in, and will use reasonable commercial efforts available to it (and not, in such Bank’s good faith judgment, otherwise disadvantageous to such Bank) to mitigate or avoid, any obligation of ACE to pay any amount pursuant to Section 2.06(a) or 2.06(b) above or pursuant to Section 2.08 (and, if any Bank has given notice of any such event and thereafter such event ceases to exist, such Bank shall promptly so notify ACE and the Administrative Agent). Without limiting the foregoing, each Bank will designate a different Lending Office if such designation will avoid (or reduce the cost to ACE of) any event described in the preceding sentence and such designation will not, in such Bank’s good faith judgment, be otherwise disadvantageous to such Bank. (d) Notwithstanding the provisions of Section 2.06(a), 2.06(b) or 2.08 (and without limiting Section 2.06(c) above), if any Bank fails to notify ACE of any event or circumstance that will entitle such Bank to compensation pursuant to Section 2.06(a), 2.06(b) or 2.08 within 120 days after such Bank obtains actual knowledge of such event or circumstance, then such Bank shall not be entitled to compensation from ACE for any amount arising prior to the date that is 120 days before the date on which such Bank notifies ACE of such event or circumstance.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof (including, without limitation, Xxxx-Xxxxx and Basel III, regardless of the date enacted, adopted or issued) or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law) made after the date hereof), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.122.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 2.12 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such LenderLender Party, shall be conclusive and binding for all purposes, absent manifest error. (b) . If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation (including, without limitation, Xxxx-Xxxxx and Basel III, regardless of the date enacted, adopted or issued) or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority governmental authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender Party or any corporation controlling such Lender Party as a result of or based upon the existence of such Lender’s Lender Party's commitment to lend or to issue or participate in Letters of Credit hereunder and other commitments of this typesuch type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender or such corporation Party (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such LenderLender Party, from time to time as specified by such LenderLender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunderLender Party's commitment to lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error. If, with respect to any Eurodollar Rate Advances under any Facility, Lenders owed a majority of the then aggregate unpaid principal amount thereof notify the Administrative Agent that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurodollar Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Appropriate Lenders, whereupon (i) each such Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist.

Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation made after the date hereof (including, without limitation, Xxxx-Xxxxx and Basel III, regardless of the date enacted, adopted or issued) or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Advances (excluding, for purposes of this Section 2.12, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States of America or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation (including, without limitation, Xxxx-Xxxxx and Basel III, regardless of the date enacted, adopted or issued) or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender as a result of or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender’s Commitment hereunder. A certificate as to such amounts submitted to the Borrower by such Lender shall be conclusive and binding for all purposes, absent manifest error.