No Increased Costs Clause Samples

No Increased Costs. Notwithstanding anything to the contrary in this Agreement, if the Lender assigns or transfers its rights or obligations under this Agreement, neither the Guarantor nor the Borrower shall be required to pay any increase in the aggregate amount of costs, Taxes, fees or charges which is a direct or indirect consequence of the assignment or transfer, including, without limitation, any stamp duty or other Taxes referred to in Clause 22 (Stamp Duties) of the Loan Facility Agreement.

No Increased Costs. The Borrower shall not be required to pay to the relevant assignee Lender an amount pursuant to Section 3.01 or Section 3.04 in excess of the amount that the Borrower would have been required to pay to the assigning Lender if the relevant assignment had not been made.

No Increased Costs. Despite anything to the contrary in this Agreement, if the Lender assigns its rights under this Agreement or changes its Lending Office (other than if the change is requested by the Borrower), the Borrower will not be required to pay any net increase in the total amount of costs, ▇▇▇▇▇, ▇▇▇▇ ▇r charges which is a direct result of the assignment or change and of which the Lender or its assignee was aware or ought reasonably to have been aware on the date of the assignment or change.

No Increased Costs. No Participant or Transferee shall be entitled to receive any greater payment under Clause 12 (Increased Costs) and 10 (Taxes) than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant or the Lender interest transferred.

No Increased Costs. (a) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under clause 12 (Tax gross up and indemnities) or clause 13 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

No Increased Costs. ▇▇▇ shall impose no net, increased incremental costs upon the projects. The Management Agencies and Project Agencies shall develop a financing plan to cover all costs of the EWA from non- contractor funding sources. The plan may include the establishment of a revolving account with annual deposits to pay for fluctuating EWA costs. The plan shall address increased Project operating costs, both power and ancillary costs, of both the SWP and CVP resulting from implementation of the EWA; crediting the EWA as appropriate for reduced operating costs; crediting the EWA for certain power benefits; and revenues realized from the sale of EWA assets. The Management Agencies and Project Agencies shall develop and recommend this plan, including any necessary legislation, to the CALFED Policy Group within 90 days following the adoption of the ROD. Considering the importance of acquiring water to the success of the EWA, the Project Agencies and Management Agencies shall meet and confer to develop alternatives for funding power and other incidental EWA costs, if such costs interfere with the successful operation of the EWA.

No Increased Costs. For so long as no Event of Default shall have occurred and is continuing at the time of such assignment, the Borrower shall not be required to pay to the relevant assignee any amounts pursuant to Section 3.01(a) or Section 3.04 in excess of the maximum amounts that the Borrower would have been obligated to pay to the assigning Lender if the assigning Lender had not assigned such Loan to such assignee, unless the circumstances giving rise to such excess payment result from a Change in Law after the date of such assignment; provided, however that with respect to any assignment of Loans made (or assigned) by any Initial Tranche B Lender (or any assignee thereof), if the applicable withholding tax imposed on interest payments to such Initial Tranche B Lender (or any assignee thereof) is less than 15% at the date of such assignment and no Event of Default shall have occurred and be continuing at the date of such assignment, the Borrower shall only be required to pay the relevant assignee amounts pursuant to Section 3.01(a) up to a maximum withholding tax rate of 15%; provided, further that such withholding tax rate of up to 15% will only apply in respect to interest payments with respect to U.S.$15,000,000 of principal of the Loans so assigned, and in respect of interest payments with respect to principal of such Loans so assigned in excess of U.S.$15,000,000, the Borrower shall not be required to pay to such assignee amounts pursuant to Section 3.01(a) in excess of the maximum amounts that the Borrower would have been obligated to pay to any Initial Tranche B Lender (or any assignee thereof), at the time of such assignment, if such Initial Tranche B Lender (or any assignee thereof) had not assigned such Loans to such assignee, unless the circumstances giving rise to such excess payment result from a Change in Law after the date of such assignment; provided, further, that unless an Event of Default shall have occurred and is continuing at the time of such assignment, in no event the Borrower shall be required to pay to the relevant assignee any amounts pursuant to Section 3.01(a) or Section 3.04, if such assignee is located or incorporated in a tax haven or non-cooperative jurisdiction under Colombian law.

No Increased Costs. Notwithstanding anything to the contrary in this Agreement, if the Lender or BNZ, assigns its rights or transfers any or all of its rights and obligations under this Agreement or changes its Lending Office or the BNZ Lending Office as the case may be, neither the Borrowers nor ▇▇▇▇▇▇'▇ Brewing Group shall be required to pay any net increase in the aggregate amount of costs, Taxes, fees or charges which is a direct consequence of the assignment or transfer or change of Lending Office or the BNZ Lending Office and of which the Lender or BNZ, as the case may be, or its assignee or transferee (as applicable) was aware or ought reasonably to have been aware on the date of the assignment, transfer or change.

No Increased Costs. 46 14.7.4 Share Information.....................................46 14.7.5 No Withholding Tax....................................46 14.7.6 Pledge to Federal Reserve Bank........................47 14.8 Successors and Assigns.........................................47 14.9 Indemnification of Banks and Agents............................47 14.10 Waiver of Jury Trial...........................................47 14.11 Entire Agreement...............................................47 14.12 Severability...................................................47 SCHEDULE I - Pricing Grid EXHIBITS Exhibit A - Form of Note Schedule Attached to Note Exhibit B - Form of Adjustment Certificate Annex I to Adjustment Certificate Exhibit C - Form of Assignment and Acceptance Agreement Schedule 1 to Assignment and Acceptance Agreement THIS AGREEMENT is by and between PUGET SOUND POWER & LIGHT COMPANY, a Washington corporation (“Puget”), and Washington Energy Company, a Washington corporation (“WECO”), both for themselves and for PUGET SOUND ENERGY COMPANY, the new name of the Washington corporation which shall survive the merger of WECO into Puget (the “Company”), the undersigned banks (collectively the “Initial Banks” and individually an “Initial Bank”) and BANK OF AMERICA NW, N.A. doing business as Seafirst Bank, as Administrative Agent, FIRST CHICAGO CAPITAL MARKETS, INC., as Syndication Agent, and NATIONSBANK OF TEXAS, N.A. as Documentation Agent (together the “Agents”):