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 (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 Term Benchmark Loans or Bankers' Acceptances to the Company or its obligation to make any Term Benchmark 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 and Other Taxes")); or or (ii) imposes or modifies any reserve, special deposit, minimum capitalcompulsory loan, capital ratio insurance charge or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such LenderBank, 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 Term Benchmark 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 Term Benchmark 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 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 directly to each Lender from time to time such amounts as such Lender may determine to be necessary to compensate it for Notwithstanding 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 hereunderother provision herein, 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 if any Regulatory Change which: (i) changes shall change the basis of taxation of payments to the Bank of the principal of or interest on the Note with respect to LIBO Rate Advances or any other fees or amounts payable hereunder with respect to such Lender under this Agreement in respect of any of such Loans or Bankers' Acceptances LIBO Rate Advances (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 the Bank by the jurisdiction in which such Lender the Bank has its principal office or such Applicable Lending Office ("Excluded Taxes"by any political subdivision or taxing authority therein)); , or (ii) imposes shall impose, modify or modifies deem applicable with respect to LIBO Rate Advances, any 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 Lenderor credit or loan commitments extended by, the Bank or any Commitment of such Lender; imposed on the Bank or (iii) imposes the London interbank market 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 on 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 Note with respect to LIBO Rate Advances, and the result of any of the foregoing shall be to increase the cost to the Bank of making or maintaining the Loan with respect to LIBO Rate Advances or the Note evidencing the foregoing LIBO Rate Advances or to reduce the amount of any sum received or receivable by the Bank hereunder (whether of principal, interest or otherwise) with respect to LIBO Rate Advances, by an amount deemed by the Bank to be material, then Borrower shall pay to the Bank, upon the Bank’s demand, such additional amount or amounts as will compensate the Bank for such additional costs or reduction. A statement from the Bank setting forth such amount or amounts as shall be necessary to so compensate the Bank and the determination thereof in reasonable detail shall be delivered to Borrower and shall, in the absence of manifest error, be conclusive and binding upon Borrower. Borrower shall pay the Bank the amount shown as due on any such statement within five (5) Business Days after its receipt of the same. Failure on the part of the Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any of the Note, or the Loan shall not constitute a waiver of the Bank’s rights to demand compensation for any increased costs or reduction in amounts received or receivable. The protection under this paragraph shall be available to the Bank regardless of any possible contention of the invalidity or inapplicability of any law, regulation or directive which shall give rise to any demand by the Bank. Bank shall promptly give Borrower written notice of any circumstance which may result in increased costs or a reduction in amounts received or receivable by the Bank under this Section; provided, however, that Borrower’s liability for additional amounts computed in accordance with this Section shall be neither changed nor waived by any delay in giving or the failure to give such compensation is requested until notice, provided further that the Borrower shall not be required to compensate the Bank pursuant to this Section for any increased costs incurred or reductions occurring more than one hundred eighty (180) days prior to the date of such notice (except that, if the Regulatory Change giving rise to such request ceases increased costs or reductions is retroactive, then the one hundred eighty (180) day period referred to be in effect (in which case the provisions of Section 5.04 above shall be applicableextended to include the period of retroactive effect thereof).

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.

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 Term Benchmark Loans or Bankers' Acceptances RFR Loans to the Company or its obligation to make any Term 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 relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such LenderBank, 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 Term 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 Term 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.