Common use of Foreign Borrower Costs Clause in Contracts

Foreign Borrower Costs. (a) If the cost to any Bank of making or maintaining any Loan to an Eligible Borrower is increased, or the amount of any sum received or receivable by any Bank (or its Applicable Lending Office) is reduced by an amount deemed by such Bank to be material, by reason of the fact that such Eligible Borrower is incorporated in or organized under the laws of, or conducts business in, a jurisdiction outside the United States, such Eligible Borrower shall indemnify such Bank for such increased cost or reduction within 15 days after demand by such Bank (with a copy of such demand being delivered to the Administrative Agent). A certificate of such Bank, claiming compensation under this subsection (a), setting forth the additional amount or amounts to be paid to it hereunder and showing in reasonable detail how such amount or amounts were calculated, shall be conclusive in the absence of manifest error. (b) Each Bank will promptly notify the Company and the Administrative Agent of any event of which it has knowledge that will entitle such Bank to additional interest or payments pursuant to subsection (a) of this Section 2.17 and will designate a different Applicable Lending Office if, in the judgment of such Bank, such designation will avoid the need for, or reduce the amount of, such compensation and will not be otherwise disadvantageous to such Bank. (c) Notwithstanding the foregoing, this Section 2.17 shall not apply to any taxes, duties, levies, imposts, deductions, charges or withholdings, which shall be governed exclusively by Sections 8.03 and 8.04.