Common use of Increased Expenses Clause in Contracts

Increased Expenses. In the event that any applicable Law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by the Agent or such participant with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall: (a) subject the Agent or such participant to any tax of any kind whatsoever with respect to this Agreement or change the basis of taxation of payments to the Agent or such participant of principal, fees, interest or any other amount payable hereunder or under any other documents (except for changes in the rate of tax on the overall net income of the Agent or such participant by the federal government or the jurisdiction in which it maintains its principal office); (b) impose, modify or hold applicable any reserve, special deposit, assessment or similar requirement against assets held by, or deposits 5183878 v13 in or for the account of, advances or loans by, or other credit extended by the Agent or such participant by reason of or in respect to this Agreement and the Loan Documents; or (c) impose on the Agent or such participant any other condition with respect to this Agreement and any other Loan Document; and the result of any of the foregoing is to increase the cost to the Agent or such participant of making, renewing or maintaining its loans hereunder by an amount that the Agent or such participant deems to be material in the exercise of its reasonable business judgment and acting in good faith or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans by an amount that the Agent or such participant deems to be material in the exercise of its reasonable business judgment and acting in good faith, then, in any case the Borrowers shall pay the Agent or such participant, within 5 days following its demand, such additional cost or such reduction, as the case may be; provided however that the Borrowers shall only be liable to compensate the Agent and any participant for any such increased cost or reduced amount suffered by the Agent and any participant during the period commencing 90 days prior to the date of such demand. Once the Borrowers have been notified by the Agent of such increased cost or reduced amount, the Borrowers shall be liable to compensate the Agent and any participant for any such increased cost or reduced amount for so long thereafter as the Agent and any participant suffers any such increased cost or reduced amount. For purposes of this Section 8.3 the term “taxes” does not include income taxes, franchise taxes or capital taxes imposed on the Agent or such participant. If the Agent and any participant becomes entitled to claim any additional amount pursuant to this section, it shall notify the Borrowers of the event by reason of which it has become so entitled promptly upon the Agent becoming aware of such event. The Agent or such participant shall certify the amount of such additional cost or reduced amount to the Borrowers and the calculation thereof and such certification shall be prima facie evidence of such amount.

Increased Expenses. In the event that any applicable Law, treaty or governmental regulation, or any change therein or in the interpretation or application thereof, or compliance by the Agent or such participant with any request or directive (whether or not having the force of law) from any central bank or other financial, monetary or other authority, shall: (a) subject the Agent or such participant to any tax of any kind whatsoever with respect to this Agreement or change the basis of taxation of payments to the Agent or such participant of principal, fees, interest or any other amount payable hereunder or under any other documents (except for changes in the rate of tax on the overall net income of the Agent or such participant by the federal government or the jurisdiction in which it maintains its principal office); (b) impose, modify or hold applicable any reserve, special deposit, assessment or similar requirement against assets held by, or deposits 5183878 v13 in or for the account of, advances or loans by, or other credit extended by the Agent or such participant by reason of or in respect to this Agreement and the Loan Documents; or (c) impose on the Agent or such participant any other condition with respect to this Agreement and any other Loan Document; and the result of any of the foregoing is to increase the cost to the Agent or such participant of making, renewing or maintaining its loans hereunder by an amount that the Agent or such participant deems to be material in the exercise of its reasonable business judgment and acting in good faith or to reduce the amount of any payment (whether of principal, interest or otherwise) in respect of any of the loans by an amount that the Agent or such participant deems to be material in the exercise of its reasonable business judgment and acting in good faith, then, in any case the Borrowers Borrower shall pay the Agent or such participant, within 5 days following its demand, such additional cost or such reduction, as the case may be; provided however that the Borrowers Borrower shall only be liable to compensate the Agent and any participant for any such increased cost or reduced amount suffered by the Agent and any participant during the period commencing 90 days prior to the date of such demand. Once the Borrowers have Borrower has been notified by the Agent of such increased cost or reduced amount, the Borrowers Borrower shall be liable to compensate the Agent and any participant for any such increased cost or reduced amount for so long thereafter as the Agent and any participant suffers any such increased cost or reduced amount. For purposes of this Section 8.3 the term “taxes” '' does not include income taxes, franchise taxes or capital taxes imposed on the Agent or such participant. If the Agent and any participant becomes entitled to claim any additional amount pursuant to this section, it shall notify the Borrowers Borrower of the event by reason of which it has become so entitled promptly upon the Agent becoming aware of such event. The Agent or such participant shall certify the amount of such additional cost or reduced amount to the Borrowers Borrower and the calculation thereof and such certification shall be prima facie evidence of such amount.