Common use of Regulatory Change Clause in Contracts

Regulatory Change. The Company shall pay directly to each Lender from time to time such amounts as such Lender may determine to be necessary to compensate it for any increased costs incurred by the Lender which such Lender determines are attributable to its making or maintaining any Loans or Bankers' Acceptances or its obligation to make any Loans or Bankers' Acceptances hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or Bankers' Acceptances (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement in respect of any of such Loans or Bankers' Acceptances (other than franchise taxes, taxes on capital and/or gross receipts or taxes imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans or Bankers' Acceptances by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office ("Excluded Taxes")); or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, or any Commitment of such Lender; or (iii) imposes any other condition affecting this Agreement or its Loans or Bankers' Acceptances (or any of such extensions of credit or liabilities) or Commitment. If any Lender requests compensation from the Company under this Section 5.01, the Company may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make additional Loans or accept and purchase additional Bankers' Acceptances of the type with respect to which such compensation is requested until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 shall be applicable).

Regulatory Change. The Company shall pay (but without duplication) directly to each Bank, Issuing Lender or the Administrative Agent from time to time such amounts as such Bank, Issuing Lender or the Administrative Agent may determine to be necessary to compensate it such Bank, Issuing Lender or the Administrative Agent for any increased costs incurred by that such Bank, Issuing Lender or the Lender which such Lender Administrative Agent determines are attributable to its making or maintaining of any Fixed Rate Loans or Bankers' Acceptances to the Company or its obligation to make any Fixed Rate Loans to the Company hereunder, or Bankers' Acceptances issuing or participating in Letters of Credit hereunder, or any reduction in any amount receivable by such Bank, Issuing Lender or the Administrative Agent hereunder in respect of any of such Loans or Bankers' Acceptances Letters of Credit or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change which: that: (i) shall subject any Bank (or its Applicable Lending Office for any of such Loans), Issuing Lender or the Administrative Agent to any tax, duty or other charge in respect of such Loans or its Notes or Letters of Credit or changes the basis of taxation of any amounts payable to such Bank, Issuing Lender or the Administrative Agent under this Agreement or its Notes in respect of any of such Loans or Bankers' Acceptances Letters of Credit (other than franchise taxesexcluding, taxes on capital and/or gross receipts or taxes imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans or Bankers' Acceptances by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office ("each case, Excluded Taxes")); or or (ii) imposes or modifies any reserve, special deposit, minimum capitalcompulsory loan, capital ratio insurance charge or similar requirements (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate or LIBO Rate, as the case may be, for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such LenderBank (including, without limitation, any of such Loans or any deposits referred to in the definition of “Fixed Base Rate” in Section 1.01 hereof), or any commitment of such Bank (including, without limitation, the Commitment of such LenderBank hereunder); or or (iii) imposes any other condition affecting this Agreement or its Loans or Bankers' Acceptances Notes (or any of such extensions of credit or liabilities) or its Commitment. If any Lender Bank requests compensation from the Company under this Section 5.01, the Company may, by notice to such Lender Bank (with a copy to the Administrative Agent), suspend the obligation of such Lender Bank thereafter to make additional or Continue Eurodollar Loans, or to Convert Base Rate Loans or accept and purchase additional Bankers' Acceptances of the type with respect to which such compensation is requested into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.

Regulatory Change. The Company shall pay directly to each Lender from time to time such amounts as such Lender may determine to be necessary to compensate it for In the event that any increased costs incurred applicable Law or regulation or the interpretation or administration thereof by any governmental authority charged with the Lender which such Lender determines are attributable to its making interpretation or maintaining any Loans administration thereof (whether or Bankers' Acceptances or its obligation to make any Loans or Bankers' Acceptances hereunder, not having the force of law) or any reduction Change in any amount receivable by such Lender hereunder in respect of any of such Loans or Bankers' Acceptances (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: Law (i) changes shall change the basis of taxation of payments to Administrative Agent or any Lender of any amounts payable to such Lender under this Agreement in respect of any of such Loans or Bankers' Acceptances by Borrower hereunder (other than franchise taxes, taxes on capital and/or gross receipts or Excluded Taxes and taxes imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans or Bankers' Acceptances by the jurisdiction in which such Lender has its principal office Administrative Agent or such Applicable Lending Office ("Excluded Taxes")); Lender) or (ii) imposes shall impose, modify or modifies deem applicable any additional reserve, special deposit, minimum capital, capital ratio deposit or similar requirements relating to any extensions of credit or other requirement against assets of, or any deposits with or other liabilities for the account of, such or credit extended by Administrative Agent or any Lender, or any Commitment of such Lender; or (iii) imposes shall impose any other condition affecting this Agreement or its Loans or Bankers' Acceptances (with respect to the Notes, and the result of any of the foregoing is to increase the cost to Administrative Agent or any Lender of making or maintaining the Notes or to reduce any amount receivable by Administrative Agent or such Lender hereunder, and Administrative Agent or such Lender determines that such increased costs or reduction in amount receivable was attributable to the LIBOR Rate basis used to establish the interest rate hereunder, then Borrower shall from time to time, upon written demand by Administrative Agent (and, if applicable, provided that such Lender provided written notice of such extensions of credit or liabilities) or Commitment. If any Lender requests compensation from the Company under this Section 5.01, the Company may, by notice condition to such Lender (with a copy to the Administrative Agent), suspend pay to Administrative Agent and such Lenders additional amounts sufficient to compensate Administrative Agent and such Lenders for such increased costs (the obligation “Additional Costs”) and further provided that in no event shall Borrower be required to pay any Additional Costs arising from Excluded Taxes. A detailed statement as to the amount of such Lender Additional Costs, prepared in good faith and submitted to make additional Loans Borrower by Administrative Agent or accept and purchase additional Bankers' Acceptances of the type with respect to which such compensation is requested until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 Lender, shall be applicable)conclusive and binding in the absence of manifest error.

Regulatory Change. The Company shall pay (but without duplication) directly to each Bank, Issuing Lender or the Administrative Agent from time to time such amounts as such Bank, Issuing Lender or the Administrative Agent may determine to be necessary to compensate it such Bank, Issuing Lender or the Administrative Agent for any increased costs incurred by that such Bank, Issuing Lender or the Lender which such Lender Administrative Agent determines are attributable to its making or maintaining of any Fixed RateTerm Benchmark Loans or Bankers' Acceptances RFR Loans to the Company or its obligation to make any Fixed RateTerm Benchmark Loans or Bankers' Acceptances RFR Loans to the Company hereunder, or issuing or participating in Letters of Credit hereunder, or any reduction in any amount receivable by such Bank, Issuing Lender or the Administrative Agent hereunder in respect of any of such Loans or Bankers' Acceptances Letters of Credit or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change which: that: (i) shall subject any Bank (or its Applicable Lending Office for any of such Loans), Issuing Lender or the Administrative Agent to any tax, duty or other charge in respect of such Loans or its Notes or Letters of Credit or changes the basis of taxation of any amounts payable to such Bank, Issuing Lender or the Administrative Agent under this Agreement or its Notes in respect of any of such Loans or Bankers' Acceptances Letters of Credit (other than franchise taxesexcluding, taxes on capital and/or gross receipts or taxes imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans or Bankers' Acceptances by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office ("each case, Excluded Taxes")); or or (ii) imposes or modifies any reserve, special deposit, minimum capitalcompulsory loan, capital ratio insurance charge or similar requirements (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate or LIBO Rate, as the case may be, for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such LenderBank (including, without limitation, any of such Loans or any deposits referred to in the definition of “Fixed Base Rate” in Section 1.01 hereof), or any commitment of such Bank (including, without limitation, the Commitment of such LenderBank hereunder); or or (iii) imposes any other condition affecting this Agreement or its Loans or Bankers' Acceptances Notes (or any of such extensions of credit or liabilities) or its Commitment. If any Lender Bank requests compensation from the Company under this Section 5.01, the Company may, by notice to such Lender Bank (with a copy to the Administrative Agent), suspend the obligation of such Lender Bank thereafter to make additional or Continue EurodollarTerm Benchmark Loans or accept and purchase additional Bankers' Acceptances of the type with respect RFR Loans, or to which such compensation is requested Convert Base Rate Loans into EurodollarTerm Benchmark Loans or RFR Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.

Regulatory Change. The Company shall pay (but without duplication) directly to each Lender Bank from time to time such amounts as such Lender Bank may determine to be necessary to compensate it such Bank for any increased costs incurred by the Lender which that such Lender Bank determines are attributable to its making or maintaining of any Fixed Rate Loans or Bankers' Acceptances to the Company or its obligation to make any Fixed Rate Loans or Bankers' Acceptances to the Company hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any of such Loans or Bankers' Acceptances such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change which: that: (i) shall subject any Bank (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes in respect of any of such Loans or Bankers' Acceptances (other than franchise taxesexcluding, taxes on capital and/or gross receipts or taxes imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans or Bankers' Acceptances by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office ("each case, Excluded Taxes")); or or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirements (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate or LIBO Rate, as the case may be, for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such LenderBank (including, without limitation, any of such Loans or any deposits referred to in the definition of “Fixed Base Rate” in Section 1.01 hereof), or any commitment of such Bank (including, without limitation, the Commitment of such LenderBank hereunder); or or (iii) imposes any other condition affecting this Agreement or its Loans or Bankers' Acceptances Notes (or any of such extensions of credit or liabilities) or its Commitment. If any Lender Bank requests compensation from the Company under this Section 5.015.01(a), the Company may, by notice to such Lender Bank (with a copy to the Administrative Agent), suspend the obligation of such Lender Bank thereafter to make additional or Continue Eurodollar Loans, or to Convert Base Rate Loans or accept and purchase additional Bankers' Acceptances of the type with respect to which such compensation is requested into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.

Regulatory Change. The Company shall pay (but without duplication) directly to each Lender Bank or the Administrative Agent from time to time such amounts as such Lender Bank or the Administrative Agent may determine to be necessary to compensate it such Bank or the Administrative Agent for any increased costs incurred by that such Bank or the Lender which such Lender Administrative Agent determines are attributable to its making or maintaining of any Eurodollar Loans or Bankers' Acceptances to the Company or its obligation to make any Eurodollar Loans or Bankers' Acceptances to the Company hereunder, or any reduction in any amount receivable by such Lender Bank or the Administrative Agent hereunder in respect of any of such Loans or Bankers' Acceptances such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change which: that: (i) shall subject any Bank (or its Applicable Lending Office for any of such Loans) or the Administrative Agent to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Lender Bank or the Administrative Agent under this Agreement or its Notes in respect of any of such Loans or Bankers' Acceptances (other than franchise taxesexcluding, taxes on capital and/or gross receipts or taxes imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans or Bankers' Acceptances by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office ("each case, Excluded Taxes")); or or (ii) imposes or modifies any reserve, special deposit, minimum capitalcompulsory loan, capital ratio insurance charge or similar requirements (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such LenderBank (including, without limitation, any of such Loans or any deposits referred to in the definition of “Fixed Base Rate” in Section 1.01 hereof), or any commitment of such Bank (including, without limitation, the Commitment of such LenderBank hereunder); or or (iii) imposes any other condition affecting this Agreement or its Loans or Bankers' Acceptances Notes (or any of such extensions of credit or liabilities) or its Commitment. If any Lender Bank requests compensation from the Company under this Section 5.01, the Company may, by notice to such Lender Bank (with a copy to the Administrative Agent), suspend the obligation of such Lender Bank thereafter to make additional or Continue Eurodollar Loans, or to Convert Base Rate Loans or accept and purchase additional Bankers' Acceptances of the type with respect to which such compensation is requested into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Bank to receive the compensation so requested.