Common use of Yield Protection Clause in Contracts

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (iA) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (other than taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.15(E)), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Revolving Loan Commitment, Loans, Facility LCs its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Rate Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender (other than the cost of funding or borrowing) or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Revolving Loan Commitment, the Loans, the L/C Interests or the Letters of issuing or participating in Facility LCs, Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar LoansRevolving Loan Commitment, Facility LCs Loans or participations thereinLetters of Credit, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar LoansRevolving Loan Commitment, Facility LCs Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the LC Issuer as the case may be, Lender; and the result of any of the foregoing is to increase the cost to such that Lender or applicable Lending Installation or the LC Issuerof making, as the case may be, of making renewing or maintaining its Eurodollar Loans Revolving Loan Commitment, Loans, L/C Interests, or Commitment or Letters of issuing or participating in Facility LCs Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such Lender or the LC Issuer, as the case may bepursuant to Section 4.5, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment; provided that the Borrower shall be responsible for any such of the foregoing amounts that has accrued or been assessed to any Lender not more than 180 days prior to such written demand (or, if longer, such period during which because of the retroactive application of such law, rule, regulation, policy, guideline or directive such Lender did not know in good faith that such amount would arise or accrue).

Yield Protection. If, on or after the date of this AgreementRestatement Effective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiiii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Commitment or Eurodollar Loans, Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein), or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein therein) held or interest or LC Fees received by it, in each case, by an amount deemed material by such Lender or the such LC Issuer Issuer, as the case may beapplicable, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the such LC Issuer, as the case may be, Issuer of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, Issuer in connection with such Eurodollar Loans, Loans or Commitment, or Facility LCs or (including participations therein), but in all events, excluding any increase in cost or reduction in return with respect to taxes and amounts relating thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5), then, within 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, Issuer such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, Issuer for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this AgreementEffective Date, the adoption of there occurs any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw which: (ia) subjects any Lender or any applicable Lending Installation Installation, the LC Issuer, or the LC Issuer Administrative Agent to any Taxes, or changes the basis of taxation of payments Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) to any Lender on its loans, loan principal, letters of credit, commitments, or the LC Issuer in respect of other obligations, or its Eurodollar Loansdeposits, Facility LCs reserves, other liabilities or participations thereincapital attributable thereto, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesEurocurrency Advances and Daily Eurocurrency Loans), or (iiic) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, Person of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return amount received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, Person in connection with such Eurodollar Loans, Loans or Commitment, Facility LCs or participations therein, then, within 15 fifteen (15) days of after demand by such Lender or the LC Issuer, as the case may bePerson, the Borrower Borrowers shall pay such Lender or the LC IssuerPerson, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 days prior to the date that such Person notifies any Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-quasi governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the any LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded TaxesTaxes or to any increased costs from taxes which will be governed exclusively by Section 3.5) to any Lender or the any LC Issuer in respect of its Eurodollar LoansAdvances, LIBOR Market Index Rate Advances, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender (or any applicable Lending Installation Installation), the Swingline Lender or the any LC Issuer of making, funding or maintaining its Eurodollar LoansAdvances or LIBOR Market Index Rate Advances, or of issuing or and participating in any Swingline Loan or Facility LCsLC, or reduces any amount receivable by any Lender (or any applicable Lending Installation Installation), the Swingline Lender or the any LC Issuer in connection with its Eurodollar LoansAdvances, LIBOR Market Index Rate Advances, Facility LCs or participations therein, or requires any Lender (or any applicable Lending Installation Installation), Swingline Lender or the any LC Issuer to make any payment calculated by reference to the amount of Eurodollar LoansAdvances, LIBOR Market Index Rate Advances, Facility LCs or participations therein therein, held or interest or LC Fees received by it, by an amount deemed material by such Lender, Swingline Lender or the LC Issuer Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation Installation, Swingline Lender or the such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans Advances or Commitment LIBOR Market Index Rate Advances, or of issuing or participating in Swingline Loans or Facility LCs LCs, or to reduce the return received by such Lender or applicable Lending Installation Installation, Swingline Lender or the such LC Issuer, as the case may be, in connection with such Eurodollar LoansAdvances, CommitmentLIBOR Market Index Rate Advances, Facility LCs or participations therein, then, within 15 fifteen (15) days of demand by such Lender, Swingline Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender, Swingline Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Swingline Lender or the LC Issuer, as the case may be, Issuer for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer Recipient to any Taxes, or changes the basis of taxation of payments Taxes (other than with respect to (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (C) to any Lender Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or the LC Issuer in respect of other obligations, or its Eurodollar Loansdeposits, Facility LCs reserves, other liabilities or participations thereincapital attributable thereto, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances)) with respect to its Commitments, Loans, Facility LCs or participations therein, or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Eurodollar LoansCommitments, Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurodollar Loans, Commitments or Loans or Facility LCs or (including participations therein), or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Commitments or Loans or Facility LCs or (including participations therein therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or the such LC Issuer Issuer, as the case may beapplicable, and the result of any of the foregoing is to increase the cost to the Administrative Agent, such Lender or applicable Lending Installation or the such LC Issuer, as the case may be, Issuer of making or maintaining maintaining, continuing or converting its Eurodollar Loans (including, without limitation, any conversion of any Revolving Loan denominated in an Agreed Currency other than euro into a Revolving Loan denominated in euro) or Revolving Loan Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the return received by the Administrative Agent, such Lender or applicable Lending Installation or the LC Issuer, as the case may be, Issuer in connection with such Eurodollar Loans, Commitment, Revolving Loan Commitment or Facility LCs or (including participations therein), then, within 15 days of demand demand, accompanied by the written statement required by Section 3.6, by the Administrative Agent, such Lender or the LC Issuer, as the case may be, the Borrower shall pay the Administrative Agent, such Lender or the LC Issuer, as the case may be, Issuer such additional amount or amounts as will compensate the Administrative Agent, such Lender or the LC Issuer, as the case may be, Issuer for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxestax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Commitment, Loans, Facility LCs its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Commitment, the Loans, the L/C Interests or the Letters of issuing or participating in Facility LCs, Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar LoansCommitment, Facility LCs Loans or participations thereinLetters of Credit, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar LoansCommitment, Facility LCs Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the LC Issuer as the case may be, Lender; and the result of any of the foregoing is to increase the cost to such that Lender or applicable Lending Installation or the LC Issuerof making, as the case may be, of making renewing or maintaining its Eurodollar Loans Commitment, Loans, L/C Interests, or Commitment or Letters of issuing or participating in Facility LCs Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender or the LC Issuer, as the case may bepursuant to Section 4.5, the Borrower applicable Borrowers shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitment.

Yield Protection. (a) If, on or after the date of this AgreementAmendment and Restatement Effective Date, the adoption of any law applicable law, rule or regulation, or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)change therein, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or applicable its Lending Installation Office) or the LC L/C Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority: (i) subjects shall subject any Lender (or any applicable its Lending Installation Office) or the LC L/C Issuer to any Taxes, or changes the basis of taxation of payments Taxes (other than (A) Indemnified Taxes and Other Taxes indemnifiable under Section 10.1 and (B) Excluded Taxes), with respect to Excluded Taxesits Term Benchmark Loans, its Revolving Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Term Benchmark Loans, issue a Letter of Credit, or to participate therein, or its deposits, reserves or other liabilities or capital attributable to any Lender or of the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, foregoing; or (ii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or L/C Issuer or shall impose on any applicable Lender (or its Lending Installation Office) or L/C Issuer or on the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes interbank market any other condition the result affecting its Term Benchmark Loans, its Revolving Notes, its Letter(s) of which is Credit, or its participation in any thereof, any Reimbursement Obligation owed to increase the cost it, or its obligation to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar make Term Benchmark Loans, or to issue a Letter of issuing or participating in Facility LCsCredit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations to participate therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, ; and the result of any of the foregoing is to increase the cost to such Lender (or applicable its Lending Installation Office) or the LC Issuer, as the case may be, L/C Issuer of making or maintaining its Eurodollar Loans or Commitment or of any Term Benchmark Loan, issuing or maintaining a Letter of Credit, or participating in Facility LCs therein, or to reduce the return amount of any sum received or receivable by such Lender (or its Lending Office) or L/C Issuer under this Agreement or under any other Loan Document with respect thereto, by an amount deemed by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations thereinL/C Issuer to be material, then, within 15 30 days of after written demand by such Lender or L/C Issuer (with a copy to the LC Issuer, as the case may beAdministrative Agent), the Borrower Borrowers shall be obligated to pay to such Lender or the LC Issuer, as the case may be, L/C Issuer such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, L/C Issuer for such increased cost or reduction reduction; provided that the Borrowers shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 8.4(a) for any increased costs or reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Lead Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include such period of retroactive effect). (b) If, after the Amendment and Restatement Effective Date, any Lender, L/C Issuer or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or L/C Issuer or any corporation controlling such Lender or L/C Issuer with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority has had the effect of reducing the rate of return on such Lender’s, L/C Issuer’s or corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender, L/C Issuer or corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s, L/C Issuer’s or corporation’s policies with respect to capital adequacy or liquidity) by an amount receiveddeemed by such Lender or L/C Issuer to be material, then from time to time, within 30 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrowers shall pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such reduction; provided that the Borrowers shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 8.4(b) for any reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Lead Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include such period of retroactive effect). (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall, in each case, be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented (but solely to the extent the relevant increased costs or loss of yield would otherwise have been subject to compensation by the Borrowers under the applicable increased cost provisions). (d) A Lender or L/C Issuer claiming compensation under this Section 8.4 shall only be entitled to reimbursement by the Borrowers (i) if such Lender or L/C Issuer has delivered to Lead Borrower a certificate claiming compensation under this Section 8.4 and setting forth the additional amount or amounts to be paid to it hereunder at the time of such demand, which shall be conclusive absent manifest error (it being understood that in determining such amount, such Lender may use any reasonable averaging and attribution methods) and (ii) to the extent the applicable Lender is generally requiring reimbursement therefor from similarly situated United States borrowers under comparable syndicated credit facilities; provided that, in connection with asserting any such claim, no confidential information need be disclosed. No failure or delay by a Lender or L/C Issuer in exercising any right or power pursuant to this Section 8.4 shall operate as a waiver thereof.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the LC Issuer Issuing Bank in respect of its Eurodollar LIBOR Loans, Facility LCs Letters of Credit or participations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar LIBOR Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer Issuing Bank of making, funding or maintaining its Eurodollar LIBOR Loans, or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer Issuing Bank in connection with its Eurodollar LIBOR Loans, Facility LCs Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer Issuing Bank to make any payment calculated by reference to the amount of Eurodollar LIBOR Loans, Facility LCs Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer Issuing Bank as the case may be, and the result of any of the foregoing is would be to increase the cost to such Lender or applicable Lending Installation or the LC IssuerIssuing Bank, as the case may be, of making or maintaining its Eurodollar LIBOR Loans or Commitment or of issuing or participating in Facility LCs Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the LC IssuerIssuing Bank, as the case may be, in connection with such Eurodollar LIBOR Loans, Commitment, Facility LCs Letters of Credit or participations therein, then, within 15 days of after demand by such Lender or the LC IssuerIssuing Bank, as the case may be, the Borrower shall pay such Lender or the LC IssuerIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the LC IssuerIssuing Bank, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the any LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the any LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Eurodollar Loans, Loans or Commitment or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurodollar LoansLoans or Commitment, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurodollar LoansLoans or Commitment, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the such LC Issuer, as the case may be, in connection with such Eurodollar Loans, Loans or Commitment, Facility LCs or participations therein, then, within 15 fifteen (15) days of demand by such Lender or the such LC Issuer, as the case may beissuer, the Borrower shall pay such Lender or the such LC Issuer, as the case may be, Issuer such additional amount or amounts as will compensate such Lender or the such LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of there occurs any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw which: (ia) subjects any Lender or any applicable Lending Installation Installation, any LC Issuer, or the LC Issuer Administrative Agent to any Taxes, or changes the basis of taxation of payments Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) to any Lender on its loans, loan principal, letters of credit, commitments, or the LC Issuer in respect of other obligations, or its Eurodollar Loansdeposits, Facility LCs reserves, other liabilities or participations thereincapital attributable thereto, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, Person of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return amount received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, Person in connection with such Eurodollar Loans, Loans or Commitment, Facility LCs or participations therein, then, within 15 fifteen (15) days of after demand by such Lender or the LC Issuer, as the case may bePerson, the Borrower shall pay such Lender or the LC IssuerPerson, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 180 days prior to the date that such Person notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or If after the date of this Agreementhereof the introduction of, the adoption of or any change in, any applicable law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxestax, duty, charge or withholding on or from payments due from any Borrower or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein or other amounts due it hereunder (excluding income taxes and franchise taxes (imposed in lieu of income taxes) imposed on the Agent, the LC Issuer or any Lender as a result of a present or former connection between the Agent, the LC Issuer or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein, other than any such connection arising solely from the Agent, the LC Issuer or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Lender, the LC Issuer or any applicable Lending Installation or the LC Issuer (other than reserves reserves, assessments and assessments other charges taken into account in determining the interest rate applicable to Eurodollar AdvancesEurocurrency Rate), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loansloans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loansloans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loansloans, Facility LCs or participations therein therein, held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of written demand by the Agent on behalf of such Lender or the LC Issuer, as the case may be, providing evidence of expenses actually incurred or reductions in amounts to be received under this Agreement actually suffered, the affected Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which is attributable to making, funding and maintaining its Loans, Facility LCs or Commitment.

Yield Protection. (a) If, on or after the date of this AgreementClosing Date, the adoption of any law applicable law, rule or regulation, or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)change therein, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or applicable its Lending Installation Office) or the LC L/C Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority: (i) subjects shall subject any Lender (or any applicable its Lending Installation Office) or the LC L/C Issuer to any Taxes, or changes the basis of taxation of payments Taxes (other than (A) Indemnified Taxes and Other Taxes indemnifiable under Section 10.1 and (B) Excluded Taxes), with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs its Revolving Notes, its Letter(s) of Credit, or participations its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurodollar Loans, issue a Letter of Credit, or to participate therein, or its deposits, reserves or other liabilities or capital attributable to any of the foregoing; or (ii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or L/C Issuer or shall impose on any applicable Lender (or its Lending Installation Office) or L/C Issuer or on the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes interbank market any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining affecting its Eurodollar Loans, or its Revolving Notes, its Letter(s) of issuing or participating in Facility LCsCredit, or reduces its participation in any amount receivable by thereof, any Lender Reimbursement Obligation owed to it, or any applicable Lending Installation or the LC Issuer in connection with its obligation to make Eurodollar Loans, Facility LCs or participations thereinto issue a Letter of Credit, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, participate therein; and the result of any of the foregoing is to increase the cost to such Lender (or applicable its Lending Installation Office) or the LC Issuer, as the case may be, L/C Issuer of making or maintaining its any Eurodollar Loans or Commitment or of Loan, issuing or maintaining a Letter of Credit, or participating in Facility LCs therein, or to reduce the return amount of any sum received or receivable by such Lender (or its Lending Office) or L/C Issuer under this Agreement or under any other Loan Document with respect thereto, by an amount deemed by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations thereinL/C Issuer to be material, then, within 15 30 days of after written demand by such Lender or L/C Issuer (with a copy to the LC Issuer, as the case may beAdministrative Agent), the Borrower shall be obligated to pay to such Lender or the LC Issuer, as the case may be, L/C Issuer such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, L/C Issuer for such increased cost or reduction reduction; provided that the Borrower shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 8.4(a) for any increased costs or reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include such period of retroactive effect). (b) If, after the Closing Date, any Lender, L/C Issuer or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or L/C Issuer or any corporation controlling such Lender or L/C Issuer with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority has had the effect of reducing the rate of return on such Lender’s, L/C Issuer’s or corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender, L/C Issuer or corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s, L/C Issuer’s or corporation’s policies with respect to capital adequacy or liquidity) by an amount receiveddeemed by such Lender or L/C Issuer to be material, then from time to time, within 30 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such reduction; provided that the Borrower shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 8.4(b) for any reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include such period of retroactive effect). (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall, in each case, be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented (but solely to the extent the relevant increased costs or loss of yield would otherwise have been subject to compensation by the Borrower under the applicable increased cost provisions). (d) A Lender or L/C Issuer claiming compensation under this Section 8.4 shall only be entitled to reimbursement by the Borrower (i) if such Lender or L/C Issuer has delivered to Borrower a certificate claiming compensation under this Section 8.4 and setting forth the additional amount or amounts to be paid to it hereunder at the time of such demand, which shall be conclusive absent manifest error (it being understood that in determining such amount, such Lender may use any reasonable averaging and attribution methods) and (ii) to the extent the applicable Lender is generally requiring reimbursement therefor from similarly situated United States borrowers under comparable syndicated credit facilities; provided that, in connection with asserting any such claim, no confidential information need be disclosed. No failure or delay by a Lender or L/C Issuer in exercising any right or power pursuant to this Section 8.4 shall operate as a waiver thereof.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxesimposes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases modifies or deems applicable any reserve, assessmentspecial deposit, compulsory loan, insurance charge, special deposit charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any applicable Lending Installation Issuing Lender; (ii) subjects any Lender or the LC Issuer Issuing Lender to any Tax of any kind whatsoever (except for Indemnified Taxes or Other Taxes covered by Section 3.05 and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) imposes any other condition the result of which is to increase the cost to on any Lender or any applicable Lending Installation Issuing Lender the London interbank market any other condition, cost or the LC Issuer of making, funding expense affecting this Agreement or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material Eurocurrency Loans made by such Lender or the LC Issuer as the case may be, any Letter of Credit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Lender of making, continuing, converting to or maintaining any Eurocurrency Loans (or, in the case of a Change in Law with respect to Taxes, any Loan) or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender or applicable Lending Installation or the LC IssuerIssuing Lender of participating in, as the case may be, of making issuing or maintaining its Eurodollar Loans or Commitment any Letter of Credit (or of issuing maintaining its obligation to participate in or participating in Facility LCs to issue any Letter of Credit), or to reduce the return amount of any sum received or receivable by such Lender or applicable Lending Installation Issuing Lender hereunder (whether of principal, interest or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, any other amount) then, within 15 days upon request of demand by such Lender or the LC Issuer, as the case may beIssuing Lender, the Borrower shall pay to such Lender or the LC IssuerIssuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the LC IssuerIssuing Lender, as the case may be, for such increased cost additional costs incurred or reduction in amount receivedsuffered. Notwithstanding the foregoing, no Lender or Issuing Lender shall be entitled to seek compensation under this Section 3.01 unless such Lender or Issuing Lender is generally seeking compensation from other borrowers that are similarly situated to and of similar creditworthiness with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions similar to this Section 3.01.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Revolving Loan Commitments, Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Revolving Loan Commitment or Eurodollar Loans, Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Revolving Loan Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein), or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Revolving Loan Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer Issuer, as the case may be, applicable. and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, Issuer of making or maintaining its Eurodollar Loans or Revolving Loan Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, Issuer in connection with such Eurodollar Loans, Loans or Revolving Loan Commitment, or Facility LCs or (including participations therein), then, within 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, Issuer such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, Issuer for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of (a) If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans Loans, Commitment or Commitment Swing Line Commitment, or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 3 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received. A Lender claiming compensation under this section shall notify the Borrower in writing of such claim, and shall only be entitled to compensation under this Section 3.1 for increased costs occurring (i) from and after the date of such notice until the events giving rise to such claim have ceased to exist, and (ii) during the one hundred twenty (120) day period preceding the date the Borrower receives notice from Agent or such Lender setting forth the described claim for compensation. (b) Borrower may, if obligated to make a payment under this Section 3.1, require the Lender(s) collecting such payment to (i) change its Lending Installation to a different location so as to minimize such payment obligation or (ii) sell its interests herein to a Lender or other Person reasonably satisfactory to Agent.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)Change in Law, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by of any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (i) subjects any Lender or Issuer or any applicable Lending Installation or the LC Issuer Office to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Loans or Facility LCs Letters of Credit or participations thereinother amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuer or any applicable Lending Installation or the LC Issuer Office (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesLoans), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Installation or the LC Issuer Office of making, funding or maintaining its Eurodollar Loans, loans or of issuing or participating in Facility LCs, letters of credit or reduces any amount receivable by any Lender or Issuer or any applicable Lending Installation or the LC Issuer Office in connection with its Eurodollar Loans, Facility LCs or participations thereinloans, or requires any Lender or Issuer or any applicable Lending Installation or the LC Issuer Office to make any payment calculated by reference to the amount of Eurodollar Loansloans held, Facility LCs or participations therein held letters of credit issued or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may beIssuer, and the result then, within fifteen (15) days of any of the foregoing is to increase the cost to demand by such Lender or applicable Lending Installation Issuer, the Borrower shall pay such Lender or Issuer that portion of such increased expense incurred or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Credit. Failure or delay on the part of any Lender or Issuer to demand compensation pursuant to this Section 2.13 shall not constitute a waiver of such Lender’s or Issuer’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the LC Issuer for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuer, as the case may be, notifies the Borrower of making the Change in Law giving rise to such increased costs or maintaining its Eurodollar Loans or Commitment or reductions and of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation Lender’s or the LC Issuer’s intention to claim compensation therefor; provided further that, as if the case may be, Change in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for Law giving rise to such increased cost costs or reduction in amount receivedreductions is retroactive, then the 180-day period referred to above shall be extended to indicate the period of retroactive effect thereof.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Lender, LC Issuer or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender Lender, LC Issuer or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the Lender, LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or imposes, increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Lender, LC Issuer or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender Lender, LC Issuer or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender Lender, LC Issuer or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender Lender, LC Issuer or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender Lender, LC Issuer or applicable Lending Installation or the LC IssuerInstallation, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender Lender, LC Issuer or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, therein then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, Issuer such additional amount or amounts as will compensate such Lender Lender, LC Issuer or the LC IssuerLending Installation, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement (for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all guidelines and regulations adopted in connection therewith are deemed to have been adopted after the date hereof), the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender therewith, or applicable Lending Installation or Regulation D of the LC Issuer with any request or directive (whether or not having Board of Governors of the force of law) of any such authority, central bank or comparable agency:Federal Reserve System, (ia) subjects any Lender to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any applicable Lending Installation or the LC Issuer to any Taxesbranch profits taxes), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any such Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs Loans or participations thereinother amounts due it hereunder, or (iib) imposes imposes, modifies, or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesLibor Loans), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, advances or reduces any amount receivable by any such Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations thereinadvances, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein advances held or interest or LC Fees received by it, by an amount deemed material by such Lender, or -40- (d) affects the amount of capital required or expected to be maintained by any Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to corporation controlling such Lender and such Lender determines the amount of capital required is increased by or applicable Lending Installation based upon the existence of this Agreement or the LC Issuer, as the case may be, of making or maintaining its Eurodollar obligation to make Loans or Commitment hereunder or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations thereincommitments of this type, then, within 15 days three (3) Business Days of demand by such Lender or the LC Issuer, as the case may beLender, the Borrower shall agrees to pay such Lender or the LC Issuerthat portion of such increased expense incurred (including, as in the case may beof clause (d), such additional any reduction in the rate of return on capital to an amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, below that which it could have achieved but for such increased cost law, rule, regulation, policy, guideline or directive and after taking into account such Lender’s policies as to capital adequacy) or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining the Loans.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or therewith (any of the LC Issuer with any request or directive (whether or not having the force of law) of any such authorityforegoing, central bank or comparable agency:a “Change in Law”), (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding Excluded Taxes), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar LoansLoans or other amounts due it hereunder; provided, Facility LCs or participations thereinthat this clause (i) shall not apply with respect to any Taxes to which Section 3.5 applies, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable with respect to Eurodollar Advances)its Fixed Rate Loans, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, the Fixed Rate Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Fixed Rate Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein Loans held or interest or LC Fees fee received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, Lender; and the result of any of the foregoing is to increase the cost to such that Lender or applicable Lending Installation or the LC Issuerof making, as the case may be, of making renewing or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return any amount received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations thereinunder this Agreement, then, within 15 days after receipt by the relevant Borrower of written demand by such Lender or the LC Issuerpursuant to Section 3.6, as the case may be, the such Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans and its Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any TaxesTaxes (including UK Tax), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans Eurocurrency Loans, Revolving Loan Commitment or Term Loan Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Eurocurrency Loans, Revolving Loan Commitment or Term Loan Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxestax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Commitment, Loans, Facility LCs its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Rate Loans) with respect to its Commitment, Loans, L/C Interests, Loans or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Commitment, the Loans, the L/C Interests or the Letters of issuing or participating in Facility LCs, Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar LoansCommitment, Facility LCs Loans or participations thereinLetters of Credit, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar LoansCommitment, Facility LCs Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the LC Issuer as the case may be, Lender; and the result of any of the foregoing is to increase the cost to such that Lender or applicable Lending Installation or the LC Issuerof making, as the case may be, of making renewing or maintaining its Eurodollar Loans Commitment, Loans, L/C Interests, or Commitment or Letters of issuing or participating in Facility LCs Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender or the LC Issuer, as the case may bepursuant to Section 4.5, the Borrower applicable Borrowers shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitment.

Yield Protection. If, on or after the date of this Agreement (or, in the case of any assignee, after the date it became a party to this Agreement), the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiiii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs Letters of Credit or participations therein held or interest or LC Fees received by it, in each case by an amount deemed material by such Lender or the such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the such LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs Letters of Credit or participations therein, then, within 15 30 days of written demand by such Lender or the such LC Issuer, as the case may be, the Borrower shall pay such Lender or the such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such LC Issuer, as the case may be, for such increased cost or reduction in amount received. Notwithstanding the foregoing, this Section 3.1 shall not apply to any tax-related matters.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or the LC Issuer or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs Letters of Credit or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs Letters of Credit or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by such Lender Lender, or the LC Issuer Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment Commitment, or of issuing or participating in Facility LCs Letters of Credit, or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs Commitment or Letters of Credit or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereofLaw, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 fifteen (15) days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this AgreementEffective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Fixed Rate Loans, Facility LCs or participations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Fixed Rate Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Fixed Rate Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Fixed Rate Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Fixed Rate Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Fixed Rate Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Fixed Rate Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation and any state taxation based on the income of any Lender assessed by the State in which the Lender maintains its principal office), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Rate Loans) with respect to its Loans, L/C Interests or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar the Loans, the L/C Interests or the Letters of issuing or participating in Facility LCs, Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs Loans or participations thereinLetters of Credit, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the LC Issuer as the case may be, Lender; and the result of any of the foregoing is to increase the cost to such that Lender or applicable Lending Installation or the LC Issuerof making, as the case may be, of making renewing or maintaining its Eurodollar Loans Loans, L/C Interests or Commitment or Letters of issuing or participating in Facility LCs Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations thereinunder this Agreement, then, within 15 days after receipt by the Borrower of written demand by such Lender or the LC Issuer, as the case may bepursuant to Section 3.5, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment. A certificate as to an additional amount payable to any Lender or the LC Issuer, as Agent under this Section 3.1 submitted to the case may be, such additional amount or amounts as will compensate Borrower and the Agent (if a Lender is so submitting) by such Lender or the LC IssuerAgent shall show in reasonable detail the amount payable and the calculations used to determine such amount and shall, as the case may beabsent manifest error, for such increased cost or reduction in amount receivedbe final, conclusive and binding upon all parties hereto.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-quasi governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the any LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the any LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein therein, held or interest or LC Fees received by it, by an amount deemed material by such Lender or the such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the such LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Commitment or Facility LCs or participations therein, then, within 15 days of demand by such Lender or the such LC Issuer, as the case may be, the Borrower shall pay such Lender or the such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this AgreementRestatement Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation interpretation, promulgation, implementation or administration thereof thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented, by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:agency related to such new adoption, interpretation or decision (a “Regulatory Change”): (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or, (iib) imposes or imposes, increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Eurocurrency Loans or Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the any LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the any LC Issuer in respect of its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Eurodollar LoansEurocurrency Loans or Commitment, or of issuing or participating in Facility LCs, (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC LCs Fees received by it, by an amount deemed material by such Lender or the such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the such LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the such LC Issuer, as the case may be, in connection with such Eurodollar Eurocurrency Loans, Commitment, Facility LCs Fees or participations therein, then, within 15 days of demand by such Lender or the such LC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender or the such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such LC Issuer, as the case may be, for such the actual increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Commitment or Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiiii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Revolving Loan Commitment or Eurodollar Loans, Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Revolving Loan Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein), or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Revolving Loan Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer Issuer, as the case may be, applicable. and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, Issuer of making or maintaining its Eurodollar Loans or Revolving Loan Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, Issuer in connection with such Eurodollar Loans, Loans or Revolving Loan Commitment, or Facility LCs or (including participations therein), then, within 15 fifteen (15) days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, Issuer such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, Issuer for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (i) subjects any Lender or LC Issuer or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or LC Issuer or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances or ABR Advances, as applicable), or (iii) imposes any other condition the result of which is to increase the cost to any on such Lender or LC Issuer or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may beother condition, and the result of any of the foregoing is to increase the cost to such Lender or LC Issuer or applicable Lending Installation or the LC IssuerInstallation, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received or receivable by such Lender or LC Issuer or applicable Lending Installation or the LC IssuerInstallation, as the case may be, in connection with such Eurodollar Loans, or Commitment, or Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. (a) If, on or after the date of this Agreementhereof, the adoption of any law applicable law, rule or regulation, or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)change therein, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or applicable its Lending Installation or the LC Issuer Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority: (i) subjects shall subject any Lender (or any applicable its Lending Installation or the LC Issuer Office) to any Taxestax, duty or other charge with respect to its Eurodollar Loans, its Notes, its Letter(s) of Credit, or changes its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurodollar Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender (or its Lending Office) of the LC Issuer principal of or interest on its Eurodollar Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its Eurodollar Loans, Facility LCs or participations Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make Eurodollar Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Lender or its Lending Office imposed by the jurisdiction in which such Lender’s principal executive office or Lending Office is located); or (ii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or shall impose on any applicable Lender (or its Lending Installation Office) or on the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes interbank market any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining affecting its Eurodollar Loans, or its Notes, its Letter(s) of issuing or participating in Facility LCsCredit, or reduces its participation in any amount receivable by thereof, any Lender Reimbursement Obligation owed to it, or any applicable Lending Installation or the LC Issuer in connection with its obligation to make Eurodollar Loans, Facility LCs or participations thereinto issue a Letter of Credit, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, participate therein; and the result of any of the foregoing is to increase the cost to such Lender (or applicable its Lending Installation or the LC Issuer, as the case may be, Office) of making or maintaining its any Eurodollar Loans or Commitment or of Loan, issuing or maintaining a Letter of Credit, or participating in Facility LCs therein, or to reduce the return amount of any sum received or receivable by such Lender (or applicable its Lending Installation Office) under this Agreement or the LC Issuerunder any other Loan Document with respect thereto, as the case may be, in connection with by an amount deemed by such Eurodollar Loans, Commitment, Facility LCs or participations thereinLender to be material, then, within 15 days of after demand by such Lender or (with a copy to the LC Issuer, as the case may beAdministrative Agent), the Borrower shall be obligated to pay to such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction (but not, in any event, in respect of any period prior to 180 days before the date of such demand). (b) If, after the date hereof, any Lender or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority has had the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount receiveddeemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction (but not, in any event, in respect of any period prior to 180 days before the date of such demand). (c) A certificate of a Lender claiming compensation under this Section 8.4 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error. In determining such amount, such Lender shall act in a nondiscriminatory manner and may use any reasonable averaging and attribution methods.

Yield Protection. (a) If, on or after the date of this AgreementAgreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), the adoption or taking effect of any law Law or any governmental or quasi-governmental rule, regulation, policy, guideline policy or directive (whether or not having the force of lawLaw), or any change in the interpretation or administration thereof by any governmental Governmental Authority or quasi-governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of lawLaw) of any such authority, central bank or comparable agency:agency (any such event, a “Change in Law”; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder, issued in connection therewith or in implementation thereof (“Xxxx-Xxxxx”) shall be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented and (y) all requests, rules, guidelines or directives promulgated by the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented): (i) subjects any Lender or any applicable Lending Installation or the LC Issuer Recipient to any Taxes, or changes the basis of taxation of payments Taxes (other than with respect to (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) to any Lender or the LC Issuer in respect of on its Eurodollar Loans, Loan principal, Facility LCs LCs, Commitments, or participations thereinother obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), or (iii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of maintaining its Commitment or making, funding or maintaining its Eurodollar LoansEurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to its Commitment or the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and (A) the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuerother Recipient, as the case may be, of making making, converting into, continuing or maintaining its Eurodollar Loans or Commitment or of issuing issuing, maintaining or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuerother Recipient, as the case may be, in connection with such Eurodollar LoansLoan, or Commitment, Facility LCs or participations therein, and (B) such Lender or the applicable Lending Installation or other Recipient, as the case may be, is generally demanding similar compensation from its other similar borrowers in similar circumstances, then, within 15 30 days of demand by such Lender or the LC Issuerother Recipient, as the case may be, the relevant Borrower shall pay such Lender or the LC Issuerother Recipient, as the case may be, such reasonable additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, other Recipient for such increased cost or reduction in amount received, provided that the relevant Borrower shall not be required to pay such Lender or other Recipient pursuant to this Section 3.1(a) for such increased cost or reduction in amount received to the extent incurred more than 180 days prior to the date that such Lender or other Recipient, as the case may be, notifies such relevant Borrower of the Change in Law giving rise to such increased cost or reduction in amount received, provided further that, if the Change in Law giving rise to such increased costs or reduction in amount received is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the date of this Agreement, the adoption of there occurs any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw which: (ia) subjects any Lender or any applicable Lending Installation Installation, the LC Issuer, or the LC Issuer Administrative Agent to any Taxes, or changes the basis of taxation of payments Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) to any Lender on its loans, loan principal, letters of credit, commitments, or the LC Issuer in respect of other obligations, or its Eurodollar Loansdeposits, Facility LCs reserves, other liabilities or participations thereincapital attributable thereto, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesAdvances and Daily Eurodollar Loans), or (iiic) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans or Daily Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, or Daily Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, or Daily Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, Person of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return amount received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, Person in connection with such Eurodollar Loans, Loans or Commitment, Facility LCs or participations therein, then, within 15 fifteen (15) days of after demand by such Lender or the LC Issuer, as the case may bePerson, the Borrower shall pay such Lender or the LC IssuerPerson, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 270 days prior to the date that such Person notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer Issuing Bank in respect of its Eurodollar LIBOR Loans, Facility LCs Letters of Credit or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Fixed Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer Issuing Bank of making, funding or maintaining its Eurodollar Fixed Rate Loans, or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer Issuing Bank in connection with its Eurodollar Fixed Rate Loans, Facility LCs Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer Issuing Bank to make any payment calculated by reference to the amount of Eurodollar Fixed Rate Loans, Facility LCs Letters of Credit or participations therein held or interest or LC Facility Letter of Credit Fees received by it, by an amount deemed material by such Lender or the LC Issuer Issuing Bank as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC IssuerIssuing Bank, as the case may be, of making or maintaining its Eurodollar Fixed Rate Loans or Commitment or of issuing or participating in Facility LCs Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the LC IssuerIssuing Bank, as the case may be, in connection with such Eurodollar Fixed Rate Loans, Commitment, Facility LCs Letters of Credit or participations therein, then, within 15 30 days of demand by such Lender or the LC IssuerIssuing Bank, as the case may be, the Borrower shall pay such Lender or the LC IssuerIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the LC IssuerIssuing Bank, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the any LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the any LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the such LC Issuer Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the such LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the such LC Issuer, as the case may be, the Borrower shall pay such Lender or the such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of (a) If any change in law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental agency or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by authority having jurisdiction over any Lender or applicable Lending Installation Bank or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:Issuer, (i) subjects any Lender Bank or any applicable Lending Installation or the LC Issuer to any Taxesincreased tax, duty, charge or withholding on or from payments due from the Company (excluding taxation measured by or attributable to the overall net income of such Bank or applicable Lending Installation, whether overall or in any geographic area), or changes the basis rate of taxation of payments (other than with respect to Excluded Taxes) to any Lender Bank or the LC Issuer in respect of its Eurodollar Loans, Credit Extensions (including any participations in Facility LCs LCs) or participations thereinother amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended byby any Bank, any Lender the LC Issuer or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account including, without limitation, any reserve costs under Regulation D with respect to Eurocurrency liabilities (as defined in determining the interest rate applicable to Eurodollar AdvancesRegulation D)), or (iii) imposes any other condition the result of which is to increase the cost to any Lender Bank, the LC Issuer or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating Credit Extensions (including any participations in Facility LCs), or reduces any amount receivable by any Lender Bank, the LC Issuer or any applicable Lending Installation in connection with Credit Extensions (including any participations in Facility LCs) or requires any Bank, the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held its Outstanding Credit Exposure or interest or LC Fees received by it, by an amount deemed material by such Lender Bank or the LC Issuer, or (iv) affects the amount of capital required or expected to be maintained by any Bank, the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or any corporation controlling any Bank or LC Issuer and such Bank or the LC Issuer, as applicable, determines the case may be, amount of making capital required is increased by or maintaining based upon the existence of this Agreement or its Eurodollar Loans or Commitment obligation to make Credit Extensions (including any participations in Facility LCs) hereunder or of issuing or participating in Facility LCs or to reduce the return received commitments of this type, then, upon presentation by such Lender Bank or applicable Lending Installation the LC Issuer to the Company of a certificate (as referred to in the immediately succeeding sentence of this Section 4.1) setting forth the basis for such determination and the additional amounts reasonably determined by such Bank or the LC Issuer for the period of up to 90 days prior to the date on which such certificate is delivered to the Company and the Agent, to be sufficient to compensate such Bank or the LC Issuer, as the case may beapplicable, in connection with light of such Eurodollar Loanscircumstances, Commitment, Facility LCs or participations therein, then, the Company shall within 15 30 days of demand by such Lender delivery of such certificate pay to the Agent for the account of such Bank or the LC Issuer, as the case may beapplicable, the Borrower shall pay specified amounts set forth on such Lender certificate. The affected Bank or the LC Issuer, as applicable, shall deliver to the case may beCompany and the Agent a certificate setting forth the basis of the claim and specifying in reasonable detail the calculation of such increased expense, which certificate shall be prima facie evidence as to such additional amount or amounts as will compensate increase and such Lender amounts. An affected Bank or the LC Issuer, as applicable, may deliver more than one certificate to the case Company during the term of this Agreement. In making the determinations contemplated by the above-referenced certificate, any Bank and the LC Issuer may bemake such reasonable estimates, for assumptions, allocations and the like that such increased cost Bank or reduction the LC Issuer, as applicable, in amount receivedgood faith determines to be appropriate, and such Bank's or the LC Issuer's selection thereof in accordance with this Section 4.1 shall be conclusive and binding on the Company, absent manifest error. (b) Neither the LC Issuer nor any Bank shall be entitled to demand compensation or be compensated hereunder to the extent that such compensation relates to any period of time more than 90 days prior to the date upon which such Bank or the LC Issuer, as applicable, first notified the Company of the occurrence of the event entitling such Bank or the LC Issuer, as applicable, to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the retroactive application of any event so notified to the Company).

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or, (iiiii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Commitment or Eurodollar Loans, Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein), or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein therein) held or interest or LC Fees received by it, in each case, by an amount deemed material by such Lender or such LC Issuer, as applicable, or (iii) subjects the LC Issuer as Agent, a Lender or applicable Lending Installation to any taxes, duties, levies, imposts, deductions, fees, assessments, charges or withholdings, and any and all liabilities with respect to the case may beforegoing, on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (a) Taxes, (b) Excluded Taxes or (c) Other Taxes), and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, Person of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, Person in connection with such Eurodollar Loans, Loans or Commitment, or Facility LCs or (including participations therein), then, within 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender or the LC Issuer, as the case may bePerson, the Borrower shall pay such Lender or the LC Issuer, as the case may be, Person such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, Person for such increased cost or reduction in amount received; provided, that any such demand shall be made in good faith (and not on an arbitrary and capricious basis) and consistent with similarly situated customers of the applicable Person after consideration of factors as such Person then reasonably determines to be relevant.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-quasi- ---------------- governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender, Swing Line Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (i) subjects any Lender, Swing Line Lender or any LC Issuer or its applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of such Lender, Swing Line Lender or LC Issuer to any Taxesor its applicable Lending Installation imposed by the jurisdiction or taxing authority in which its principal executive office or Lending Installation is located), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Swing Line Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs LCs, or participations therein, or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Swing Line Lender or any LC Issuer or its applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, Swing Line Lender or any LC Issuer or its applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, Loans or of issuing or participating in Facility LCsLCs or Swing Line Loans, or reduces any amount receivable by any Lender, Swing Line Lender or any LC Issuer or its applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, Swing Line Lender or any LC Issuer or its applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may beit, and the result of any of the foregoing is to increase the cost to such Lender Lender, Swing Line Lender, or LC Issuer or its applicable Lending Installation or the LC IssuerInstallation, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or Swing Line Loans or to reduce the return received by such Lender Lender, Swing Line Lender, or LC Issuer or its applicable Lending Installation or the LC IssuerInstallation, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender Lender, Swing Line Lender, or the LC Issuer, as the case may be, the Borrower shall pay such Lender Lender, Swing Line Lender, or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, it for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the any LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the any LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by such Lender or the such LC Issuer Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs LCs, or to reduce the return received by such Lender or applicable Lending Installation or the such LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the such LC Issuer, as the case may be, the Borrower shall pay such Lender or the such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyagency or any other Change: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to subject any Lender or the LC Issuer Administrative Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender's Commitment, a Facility Letter of Credit or the Loans (other than for Indemnified Taxes, Taxes described in respect clauses (b) through (d) of its Eurodollar Loansthe definition of Excluded Taxes, Facility LCs or participations thereinand Connection Income Taxes), or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, impose on any Lender or any applicable Lending Installation Issuing Bank or the LC Issuer London interbank market any other condition, cost or expense (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Taxes) affecting this Agreement or Loans made by such Lender or any Facility Letter of Credit or participation therein, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar LIBOR Rate Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar LIBOR Rate Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar LIBOR Rate Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC IssuerInstallation, as the case may be, of making or maintaining its Eurodollar LIBOR Rate Loans or Commitment or of issuing or participating in Facility LCs Revolving Commitment, if any, or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, LIBOR Rate Loans or Revolving Commitment, Facility LCs or participations therein, then, within 15 days of a demand by such Lender accompanied by reasonable evidence of the occurrence of the applicable event under clauses (i), (ii) or the LC Issuer, as the case may be(iii) above, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of there occurs any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw which: (ia) subjects any Lender or any applicable Lending Installation Installation, the LC Issuer, or the LC Issuer Administrative Agent to any Taxes, or changes the basis of taxation of payments Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) to any Lender on its loans, loan principal, letters of credit, commitments, or the LC Issuer in respect of other obligations, or its Eurodollar Loansdeposits, Facility LCs reserves, other liabilities or participations thereincapital attributable thereto, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesEurocurrency Advances and Daily Eurocurrency Loans), or (iiic) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans or Daily Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, Person of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return amount received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, Person in connection with such Eurodollar Loans, Loans or Commitment, Facility LCs or participations therein, then, within 15 fifteen (15) days of after demand by such Lender or the LC Issuer, as the case may bePerson, the Borrower shall pay such Lender or the LC IssuerPerson, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 270 days prior to the date that such Person notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date the relevant Lender became a party to this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (iA) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E), and excluding any other taxes for which such Lender has been reimbursed by the Borrower), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Term Loan Commitment, Loans, Facility LCs or participations thereinother amounts due it hereunder, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Eurocurrency Rate Loans) with respect to its Term Loan Commitment or Loans, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar LoansTerm Loan Commitment, or of issuing or participating in Facility LCsthe Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar its Term Loan Commitment or Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, Lender; and the result of any of the foregoing is to increase the cost to such that Lender or applicable Lending Installation or the LC Issuerof making, as the case may be, of making renewing or maintaining its Eurodollar Loans or Term Loan Commitment or of issuing or participating in Facility LCs Loans, or to reduce the return any amount received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such Lender or the LC Issuer, as the case may bepursuant to Section 4.5, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, and its Term Loan Commitment; provided, however, that the Borrower shall not be required to pay any additional amounts pursuant to this Section 4.1 incurred more than 90 days prior to the date of the relevant Lender’s demand therefor.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation interpretation, promulgation, implementation or administration thereof thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:agency related to such new adoption, interpretation or decision (a “Regulatory Change”): (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or, (iib) imposes or imposes, increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Eurocurrency Loans or Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or therewith (any of the LC Issuer with any request or directive (whether or not having the force of law) of any such authorityforegoing, central bank or comparable agency:a “Change in Law”), (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding Excluded Taxes), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar LoansLoans or other amounts due it hereunder; provided, Facility LCs or participations thereinthat this clause (i) shall not apply with respect to any Taxes to which Section 3.5 applies, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable with respect to Eurodollar Advances)its Fixed Rate Loans, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, the Fixed Rate Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Fixed Rate Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein Loans held or interest or LC Fees fee received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, Lender; and the result of any of the foregoing is to increase the cost to such that Lender or applicable Lending Installation or the LC Issuerof making, as the case may be, of making renewing or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return any amount received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations thereinunder this Agreement, then, within 15 days after receipt by the relevant Borrower of written demand by such Lender or the LC Issuerpursuant to Section 3.6, as the case may be, the such Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans and its Commitment or Syndicated Canadian Commitment.

Yield Protection. If, on or after the date of this AgreementEffective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyagency or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) made after the Effective Date: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding funding, converting to, continuing or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making making, converting to, continuing or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 fifteen days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received. Notwithstanding anything to the contrary in this Section 3.1, the Borrower shall not be required to compensate a Lender pursuant to this Section 3.1 for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefore; and provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 3.1, it shall promptly notify the Borrower (with a copy to the Agent) of the event by reason of which it has become so entitled and shall include in such notice a calculation of such additional amounts in reasonable detail. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith (whether or not having the force of law) or in implementation thereof, and (ii) all requests, rules, regulations, guidelines, interpretations, requirements, interpretations and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case pursuant to Basel III, shall, in each case, be deemed to be Change, regardless of the date enacted, adopted, issued or implemented.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: : (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), or or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar LoansEurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans or Commitment or (including, without limitation, any conversion of issuing or participating any Loan denominated in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.an Agreed

Yield Protection. If, on or after the date of this Agreement, the adoption of any law Law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of lawLaw), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of lawLaw) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Loans or Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Loans or Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein Loans held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs LCs, or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Loans or Commitment or Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, Issuer such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, Issuer for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or; (iiiii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Revolving Loan Commitment or Eurodollar Loans, Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Revolving Loan Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein), or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Revolving Loan Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer Issuer, as the case may beapplicable; or (iii) subjects any Recipient to any taxes (other than (A) Taxes, (B) Other Taxes, (C) Excluded Taxes or (D) Other Connection Taxes on gross or net income, profits or revenue (including value-added or similar taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or Installation, the LC Issuer, as the case may be, Issuer or any other Recipient of making or maintaining its Eurodollar Loans (in the case of the preceding clauses (i) or (ii)) or Loans (in the case of preceding clause (iii)) or Revolving Loan Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or Installation, the LC Issuer, as the case may be, Issuer or any other Recipient in connection with such Eurodollar Loans, Commitment, Loans or Revolving Loan Commitment or Facility LCs or (including participations therein), then, within 15 fifteen (15) days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender or Lender, the LC IssuerIssuer or such other Recipient, as the case may beapplicable, the Borrower shall pay such Lender or Lender, the LC IssuerIssuer or such other Recipient, as the case may beapplicable, such additional amount or amounts as will compensate such Lender or Lender, the LC IssuerIssuer or such other Recipient, as the case may beapplicable, for such increased cost or reduction in amount received.

Yield Protection. (a) If, on or after the date of this AgreementEffective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation interpretation, promulgation, implementation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Eurocurrency Loans or Daily Eurocurrency Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, special assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances)) and Daily Eurocurrency Loans, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as applicable, determines that, by reason thereof, the case may be, cost to it of making or maintaining its Eurodollar Eurocurrency Loans, Daily Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs is increased or the rate of return or any amount to reduce the return be received by such Lender or applicable Lending Installation or the LC Issuer, as the case may beapplicable, in connection with such Eurodollar Loans, Eurocurrency Loans or Daily Eurocurrency Loans or Commitment, Facility LCs or participations thereintherein is decreased, then, within 15 days of demand by the Borrowers shall pay to such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may beapplicable, such additional amount or amounts as will compensate it for such Lender additional costs or reduction in return or amounts received (provided that the Lenders or the LC Issuer, as the case may be, Issuers have not been compensated for such increased cost additional costs or reduction in amount receivedreturn or amounts received in the calculation of the Eurocurrency Base Rate or the Daily Eurocurrency Base Rate). (b) Each Lender or LC Issuer shall promptly notify the Borrowers and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.1. (c) The Borrowers shall not be required to compensate a Lender pursuant to this Section 3.1 for any increased costs or reduction in return or amounts received incurred more than 90 days prior to the date that such Lender notifies the Borrower of the change giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyagency made after the Closing Date: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 fifteen days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received. Notwithstanding anything to the contrary in this Section 3.1, the Borrower shall not be required to compensate a Lender pursuant to this Section 3.1 for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefore; and provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 3.1, it shall promptly notify the Borrower (with a copy to the Agent) of the event by reason of which it has become so entitled and shall include in such notice a calculation of such additional amounts in reasonable detail.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Loans Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs LC or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 30 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this AgreementRestatement Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation interpretation, promulgation, implementation or administration thereof thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented, by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:agency related to such new adoption, interpretation or decision (a “Regulatory Change”): (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or, (iib) imposes or imposes, increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Eurocurrency Loans or Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 270 days prior to the date that such Person notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the date of this Agreement, the adoption of (a) If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (i) subjects any Lender or any applicable Lending Installation or the any LC Issuer to any Taxes, or changes the basis of taxation of payments Taxes (other than with respect to Excluded TaxesTaxes or Indemnified Taxes covered under Section 3.5) to any Lender on its loans, loan principal, letters of credit, commitments, or the LC Issuer in respect of other obligations, or its Eurodollar Loansdeposits, Facility LCs reserves, other liabilities or participations thereincapital attributable thereto, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than (A) reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesEurocurrency Advances and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below), (iii) results in the Mandatory Cost, as calculated hereunder, not representing the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans; or (iiiiv) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Eurodollar LoansEurocurrency Loans or Commitment, or of issuing or participating in Facility LCs, (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC LCs Fees received by it, by an amount deemed material by such Lender or the such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the such LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the such LC Issuer, as the case may be, in connection with such Eurodollar Eurocurrency Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the such LC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender or the such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such LC Issuer, as the case may be, for the actual increased cost or reduction in amount received. (b) If any law or any governmental or quasi governmental rule, regulation, policy, guideline or directive of any jurisdiction outside of the United States of America or any subdivision thereof (whether or not having the force of law), imposes or deems applicable any reserve requirement against or fee with respect to assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation, or any LC Issuer, and the result of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer of making or maintaining its Eurocurrency Loans to, or of issuing or participating in Facility LCs upon the request of, or of making or maintaining its Commitment to, any Borrower that is not incorporated under the laws of the United States of America or a state thereof (each a "Non-U.S. Borrower") or to reduce the return received by such Lender or applicable Lending Installation or such LC Issuer in connection with such Eurocurrency Loans to, Facility LCs applied for by, or Commitment to any Non-U.S. Borrower, then, within 15 days of demand by such Lender, or such LC Issuer, as the case may be, such Non-U.S. Borrower shall pay such Lender, or such LC Issuer, as the case may be, such additional amount or amounts as will compensate it for such increased cost or reduction in amount received, provided that such Non-U.S. Borrower shall not be required to compensate any Lender for such non-U.S. reserve costs or fees to the extent that an amount equal to such reserve costs or fees is received by such Lender as a result of the calculation of the interest rate applicable to Eurocurrency Advances pursuant to clause (a)(ii) of the definition of "Eurocurrency Rate."

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencytherewith: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs Loans or participations thereinother amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)LIBOR Loans) with respect to its Loans, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, the Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, Loans or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein Loans held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may beLender, and the result of any of the foregoing is to increase the cost to such that Lender or applicable Lending Installation or the LC Issuerof making, as the case may be, of making renewing or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return any amount received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such Lender or the LC Issuer, as the case may bepursuant to Section 3.5, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans and its Revolving Loan Commitment.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline guideline, or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or Lender, applicable Lending Installation Installation, LC Issuer, or the LC Issuer Acceptance Lender with any request or directive (whether or not having the force of law) of any such authority, central bank bank, or comparable agency: (ia) subjects any Lender or any Lender, applicable Lending Installation Installation, LC Issuer, or the LC Issuer Acceptance Lender to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the Lender, LC Issuer or Acceptance Lender in respect of its Eurodollar Loans, Facility LCs LCs, Acceptances, or participations therein, or; (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any Lender, applicable Lending Installation Installation, LC Issuer, or the LC Issuer Acceptance Lender (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), ; or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any Lender, applicable Lending Installation Installation, LC Issuer, or the LC Issuer Acceptance Lender of making, funding funding, or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCsLCs or Acceptances, or reduces any amount receivable by any Lender or any Lender, applicable Lending Installation Installation, LC Issuer, or the LC Issuer Acceptance Lender in connection with its Eurodollar Loans, Facility LCs, Acceptances, or participations in Facility LCs or participations thereinAcceptances, or requires any Lender or any Lender, applicable Lending Installation Installation, LC Issuer, or the LC Issuer Acceptance Lender to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs, Acceptances, or participations in Facility LCs or participations therein Acceptances held or interest or LC Fees or Acceptance Fees received by it, by an amount deemed material by such Lender Lender, LC Issuer, or the LC Issuer Acceptance Lender, as the case may be, ; and the result of any of the foregoing is to increase the cost to such Lender or Lender, applicable Lending Installation or the Installation, LC Issuer, or Acceptance Lender, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or Commitment, of issuing or participating in Facility LCs LCs, or of accepting or participating in Acceptances or to reduce the return received by such Lender or Lender, applicable Lending Installation or the Installation, LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs, Acceptances, or participations in Facility LCs or participations thereinAcceptances, then, within 15 fifteen days of demand by such Lender or the Lender, LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, the applicable Borrower or Borrowers shall pay such Lender or the Lender, LC Issuer, or Acceptance Lender, as the case may be, such additional amount or amounts as will compensate such Lender or the Lender, LC Issuer, or Acceptance Lender, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar LoansEurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs LCs, or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Eurocurrency Loans, Commitment, Commitment or Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:agency (other than any change by way of imposition or increase of Reserve Requirements): (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Revolving Loan Commitments, Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Revolving Loan Commitment or Eurodollar Loans, Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Revolving Loan Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein), or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Revolving Loan Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer Issuer, as the case may be, applicable. and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, Issuer of making or maintaining its Eurodollar Loans or Revolving Loan Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, Issuer in connection with such Eurodollar Loans, Loans or Revolving Loan Commitment, or Facility LCs or (including participations therein), then, within 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, Issuer such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, Issuer for such increased cost or reduction in amount received. If, upon receipt of the notice specified by the immediately preceding sentence, the Borrower so notifies the Administrative Agent, the Borrower may either (i) prepay in full all Eurodollar Loans of such Lender then outstanding, so long as the Borrower reimburses such Lender for its increased costs in accordance with this Section 3.1, or (ii) convert all Eurodollar Loans of all Lenders then outstanding into Floating Rate Loans in accordance with this Agreement, so long as the Borrower reimburses the Lenders for all of their increased costs in accordance with this Section 3.1.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law, but excluding those that are merely proposed and not in effect) adopted after the Closing Date (or with respect to any Lender, if later, the date on which such Lender becomes a Lender) and having general applicability to all banks (or a Lender’s holding company or applicable Lending Installation for purposes of this Agreement) within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the Closing Date (or with respect to any Lender, if later, the date on which such Lender becomes a Lender)), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance of any Lender therewith (any of the foregoing, a “Change in Law”; provided, however, that notwithstanding anything herein to the contrary, except to the extent they are merely proposed and not in effect, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith by any Lender Governmental Authority charged with the interpretation or application thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued to the extent having general applicability to all banks (or a Lender’s holding company or applicable Lending Installation for purposes of this Agreement) within the jurisdiction in which the applicable Lender (or the LC Issuer with any request its holding company or directive (whether or not having the force of lawsuch Lending Installation) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advancesoperates), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.,

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation interpretation, promulgation, implementation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or compliance by any Lender Bank or applicable Lending Installation or the LC Issuer any Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender Bank or any applicable Lending Installation or the LC Issuer any Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender Bank or the LC Issuer any Issuing Bank in respect of its Eurodollar LIBOR Loans, Facility LCs Letters of Credit or participations therein, or (iib) imposes impose or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank or any applicable Lending Installation or the LC Issuer any Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advancesadvances under LIBOR Loans), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender Bank or any applicable Lending Installation or the LC Issuer any Issuing Bank of making, funding or maintaining its Eurodollar Loans, LIBOR Loans or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender Bank or any applicable Lending Installation or the LC Issuer any Issuing Bank in connection with its Eurodollar LIBOR Loans, Facility LCs Letters of Credit or participations therein, or requires any Lender Bank or any applicable Lending Installation or the LC Issuer any Issuing Bank to make any payment calculated by reference to the amount of Eurodollar LIBOR Loans, Facility LCs Letters of Credit or participations therein held or interest or LC Letter of Credit Fees received by it, by an amount deemed material by such Lender Bank or the LC Issuer such Issuing Bank as the case may be, and the result of any of the foregoing is to increase the cost to such Lender Bank or applicable Lending Installation or the LC IssuerIssuing Bank, as the case may be, of making or maintaining its Eurodollar LIBOR Loans or Commitment or of issuing or participating in Facility LCs Letters of Credit or to reduce the return received by such Lender Bank or applicable Lending Installation or the LC IssuerIssuing Bank, as the case may be, in connection with such Eurodollar Loans, LIBOR Loans or Commitment, Facility LCs Letters of Credit or participations therein, then, within 15 30 days of demand by such Lender Bank or the LC Issuersuch Issuing Bank, as the case may be, the Borrower shall pay such Lender Bank or the LC Issuersuch Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender Bank or the LC Issuersuch Issuing Bank, as the case may be, for such increased cost or reduction in amount receivedreceived (the “Yield Protection Payment”), so long as such amounts have accrued on or after the date on which such Bank or Issuing Bank first made demand therefor.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the its interpretation or administration thereof by any governmental or quasi-governmental authority, central bank bank, or comparable agency charged with the its interpretation or administration thereof, thereof or compliance by any Lender or applicable Lending Installation or banking address of the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, or similar requirement against assets of, deposits with (or for the account of), or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), ): or (iiiii) imposes any other condition the result of which is to increase a Lender’s cost, the interbank eurocurrency deposit market cost to any Lender or any applicable Lending Installation or the LC Issuer Issuer’s costs of making, funding or maintaining its Eurodollar Loans, Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation of a Lender, the interbank eurocurrency deposit market or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation Lender, the interbank Eurocurrency deposit market or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, be and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation Lender, the interbank eurocurrency deposit market or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by the Administrative Agent or the LC Issuer, as the case may be, to Unit, the Borrowers will pay Administrative Agent for the account of the Lender or the LC Issuer, as the case may be, that additional amount or amounts as will compensate the Lender or the LC Issuer, as the case may be, for the increased cost or reduction in the amount received by it; provided that the Borrowers shall not be required to compensate a Lender or the LC Issuer pursuant to this Section 3.1 for any increased costs or reductions incurred more than 365 days prior to the date that such Lender or the LC Issuer, as the case may be, notifies Unit of the Borrower shall pay change giving rise to such Lender increased costs or reduction and of the Lender's or the LC Issuer's intentions to claim compensation therefor. The foregoing provisions of this Section 3.1 shall not apply to Taxes, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount receivedwhich shall be governed exclusively by Section 3.3.

Yield Protection. If, on or after the date of this AgreementEffective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyagency or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) made after the Effective Date: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer or the Agent to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer or the Agent in respect of its Eurodollar Loans, Facility LCs or participations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding funding, converting to, continuing or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC IssuerIssuer or the Agent, as the case may be, of making making, converting to, continuing or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 fifteen days of demand by such Lender or the LC IssuerIssuer or the Agent, as the case may be, the Borrower shall pay such Lender or the LC IssuerIssuer or the Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the LC IssuerIssuer or the Agent, as the case may be, for such increased cost or reduction in amount received. Notwithstanding anything to the contrary in this Section 3.1, the Borrower shall not be required to compensate a Lender pursuant to this Section 3.1 for any amounts incurred more than nine months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefore; and provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 3.1, it shall promptly notify the Borrower (with a copy to the Agent) of the event by reason of which it has become so entitled and shall include in such notice a calculation of such additional amounts in reasonable detail. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith (whether or not having the force of law) or in implementation thereof, and (ii) all requests, rules, regulations, guidelines, interpretations, requirements, interpretations and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case pursuant to Basel III, shall, in each case, be deemed to be Change, regardless of the date enacted, adopted, issued or implemented.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Lender, or the LC Issuer, or applicable Lending Installation or the LC Issuer Installation, with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender Lender, the LC Issuer, or any applicable Lending Installation or the LC Issuer Installation, to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender Lender, or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Lender, or the LC Issuer, or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender Lender, the LC Issuer, or any applicable Lending Installation or the LC Issuer Installation, of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender Lender, the LC Issuer, or any applicable Lending Installation or the LC Issuer Installation, in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender Lender, the LC Issuer, or any applicable Lending Installation or the LC Issuer Installation, to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations participation therein held or interest or of LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender Lender, LC Issuer, or applicable Lending Installation or the LC IssuerInstallation, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs LCs, or to reduce the return received by such Lender Lender, LC Issuer, or applicable Lending Installation or the LC IssuerInstallation, as the case may be, in connection with such Eurodollar Loans, the Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender Lender, or the LC Issuer, as the case may be, the Borrower shall pay such Lender Lender, or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender Lender, or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authoritytherewith, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.15(E)), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Revolving Loan Commitment, Loans, Facility LCs its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (ii) or imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, or (iii) Loans, L/C Interests or the Letters of Credit, or imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Revolving Loan Commitment, the Loans, the L/C Interests or the Letters of issuing or participating in Facility LCs, Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar LoansRevolving Loan Commitment, Facility LCs Loans or participations thereinLetters of Credit, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar LoansRevolving Loan Commitment, Facility LCs Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the LC Issuer as the case may be, Lender; and the result of any of the foregoing is to increase the cost to such that Lender or applicable Lending Installation or the LC Issuerof making, as the case may be, of making renewing or maintaining its Eurodollar Loans Revolving Loan Commitment, Loans, L/C Interests, or Commitment or Letters of issuing or participating in Facility LCs Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such Lender or the LC Issuer, as the case may bepursuant to Section 4.5, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption or phase-in of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from Borrower (excluding any taxes imposed on, or based on, or determined by reference to the net income of any Lender or applicable LC Issuer or Lending Installation, including, without limitation, franchise taxes, alternative minimum taxes and any branch profits tax (collectively, "Excluded Taxes")), any taxes imposed on, or based on, or determined by reference to or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs Letters of Credit or participations therein, therein or other amounts due it hereunder (except for Excluded Taxes) or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesLIBOR Rates), or (iii) imposes any other condition or requirement the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, loans or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations thereinloans, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein loans held or interest or LC Fees fees received by it, by an amount deemed material by such Lender, then, within fifteen (15) days after demand by such Lender, Borrower shall pay such Lender that portion of such increased expense incurred or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to reduction in an amount received which such Lender or applicable Lending Installation or the LC IssuerIssuer determines is attributable to making, as the case may be, of making or funding and maintaining its Eurodollar Loans or and its Commitment or of issuing or participating in Facility LCs Letters of Credit; provided, however, that Borrower shall not be required to increase any such amounts payable to any Lender in respect of clause (i) above (1) if such Lender or LC Issuer fails to comply with the requirements of Section 2.20 hereof or (2) to the extent that such Lender or LC Issuer determines, in its sole reasonable discretion, that it can, after notice from Borrower, through reasonable efforts, eliminate or reduce the amount of tax liabilities payable (without additional costs or expenses unless Borrower agrees to bear such costs or expenses) or other disadvantages or risks (economic or otherwise) to such Lender or LC Issuer or Administrative Agent. If any Lender or LC Issuer receives a refund in respect of any amount described in clause (i), (ii) and (iii) above for which such Lender or LC Issuer has received payment from Borrower hereunder, such Lender or LC Issuer shall promptly notify Borrower of such refund and such Lender or LC Issuer shall repay the amount of such refund to Borrower, provided that Borrower, upon the request of such Lender or LC Issuer, agrees to return such refund to such Lender or LC Issuer in the event such Lender or LC Issuer is required to repay such refund. The determination as to whether any Lender or LC Issuer has received a refund shall be made by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with Issuer and such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower determination shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount receivedbe conclusive absent manifest error.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Swingline Lender or any Lender Lender, LC Issuer or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender Lender, Swingline Lender, LC Issuer or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the Lender, Swingline Lender, LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Swingline Loans, Facility LCs or participations therein, or (ii) imposes or imposes, increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Lender, Swingline Lender, LC Issuer or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesLoans), or (iii) imposes any other condition the result of which is to increase the cost to any Lender Lender, Swingline Lender, LC Issuer or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or making, funding, maintaining or participating in Swingline Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender Lender, Swingline Lender, LC Issuer or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Swingline Loans or participations therein, Facility LCs or participations therein, or requires any Lender Lender, Swingline Lender, LC Issuer or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Swingline Loans or participations therein or Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender, Swingline Lender or the LC Issuer Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender Lender, Swingline Lender, LC Issuer or applicable Lending Installation or the LC IssuerInstallation, as the case may be, of (a) making or maintaining its Eurodollar Loans Loans, (b) making, maintaining or participating in Swingline Loans, (c) making or maintaining its Commitment or of (d) issuing or participating in Facility LCs or to reduce the return received by such Lender Lender, Swingline Lender, LC Issuer or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Swingline Loans or participations therein, or Facility LCs or participations therein, therein then, within 15 days of demand by such Lender, Swingline Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender, Swingline Lender or the LC Issuer, as the case may be, Issuer such additional amount or amounts as will compensate such Lender Lender, Swingline Lender, LC Issuer or the LC IssuerLending Installation, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or ----------------- quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether ----- or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any such authority, central bank or comparable agency:Lender therewith, (i) subjects any Lender (each reference in this Section 3.1 to a Lender ----------- being in its capacity as a Lender or an Issuing Lender, or all of the foregoing) or any applicable Lending Installation or the LC Issuer to any Taxestax, duty, charge or withholding on or from payments due from any of the Borrowers (excluding taxation imposed by the United States of America or any Governmental Authority of the jurisdiction under the laws of which such Lender is organized, on the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, orprovided however that this clause (i) shall not apply with respect ---------- to any Taxes to which Section 2.10(E) applies, or ---------------- (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation with respect to its Eurodollar Loans, Korean Eurodollar Loans, Korean Won Loans, L/C Interests or the LC Issuer Letters of Credit (other than reserves and assessments taken into account in determining calculating the interest rate applicable to Eurodollar AdvancesRate or Korean Eurodollar Rate), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its the Eurodollar Loans, Korean Eurodollar Loans, Korean Won Loans, the L/C Interests or the Letters of issuing or participating in Facility LCs, Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs Korean Eurodollar Loans, Korean Won Loans or participations thereinLetters of Credit, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the LC Issuer as the case may be, Lender; and the result of any of the foregoing is to increase the cost to such that Lender or applicable Lending Installation or the LC Issuerof making, as the case may be, of making renewing or maintaining its Eurodollar Loans Loans, L/C Interests or Commitment or Letters of issuing or participating in Facility LCs Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations thereinunder this Agreement, then, within 15 days after receipt by the Company of written demand by such Lender or the LC Issuer, as the case may bepursuant to Section 3.5, the Borrower Company shall pay or cause the appropriate Subsidiary to pay ------------ such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender Lender, or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 fifteen (15) days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of (a) If any change in law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental agency or quasi-governmental authority, central bank authority having jurisdiction over any Bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:Issuer, (i) subjects any Lender Bank, any LC Issuer or any applicable Lending Installation to any increased tax, duty, charge or withholding on or from payments due from the Company (excluding taxation measured by or attributable to the overall net income of such Bank, such LC Issuer to or such applicable Lending Installation, whether overall or in any Taxesgeographic area), or changes the basis rate of taxation of payments (other than with respect to Excluded Taxes) to any Lender Bank or the any LC Issuer in respect of its Eurodollar Loans, Credit Extensions (including any participations in Facility LCs LCs) or participations thereinother amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended byby any Bank, any Lender LC Issuer or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account including any reserve costs under Regulation D with respect to Eurocurrency liabilities (as defined in determining the interest rate applicable to Eurodollar AdvancesRegulation D)), or (iii) imposes any other condition the result of which is to increase the cost to any Lender Bank, any LC Issuer or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating Credit Extensions (including any participations in Facility LCs), or reduces any amount receivable by any Lender Bank, any LC Issuer or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Credit Extensions (including any participations in Facility LCs or participations therein, LCs) or requires any Lender Bank, any LC Issuer or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held its Outstanding Credit Exposure or interest or LC Fees received by it, by an amount deemed material by such Lender Bank or such LC Issuer, or (iv) affects the amount of capital required or expected to be maintained by any Bank, any LC Issuer as the case may be, and the result of or any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the any corporation controlling any Bank or any LC Issuer and such Bank or such LC Issuer, as applicable, determines the case may be, amount of making capital required is increased by or maintaining based upon the existence of this Agreement or its Eurodollar Loans or Commitment obligation to make Credit Extensions (including any participations in Facility LCs) hereunder or of issuing or participating in Facility LCs or to reduce the return received commitments of this type, then, upon presentation by such Lender Bank or applicable Lending Installation such LC Issuer to the Company of a certificate (as referred to in the immediately succeeding sentence of this Section 4.1) setting forth the basis for such determination and the additional amounts reasonably determined by such Bank or such LC Issuer for the period of up to 90 days prior to the date on which such certificate is delivered to the Company and the Agent, to be sufficient to compensate such Bank or such LC Issuer, as the case may beapplicable, in connection with light of such Eurodollar Loanscircumstances, Commitment, Facility LCs or participations therein, then, the Company shall within 15 30 days of demand by such Lender delivery of such certificate pay to the Agent for the account of such Bank or the such LC Issuer, as the case may beapplicable, the Borrower shall pay specified amounts set forth on such Lender certificate. The affected Bank or the LC Issuer, as applicable, shall deliver to the case may beCompany and the Agent a certificate setting forth the basis of the claim and specifying in reasonable detail the calculation of such increased expense, which certificate shall be prima facie evidence as to such additional amount increase and such amounts. An affected Bank or amounts as will compensate such Lender or the LC Issuer, as applicable, may deliver more than one certificate to the case Company during the term of this Agreement. In making the determinations contemplated by the above-referenced certificate, any Bank and any LC Issuer may bemake such reasonable estimates, for assumptions, allocations and the like that such increased cost Bank or reduction such LC Issuer, as applicable, in amount receivedgood faith determines to be appropriate, and such Bank’s or such LC Issuer’s selection thereof in accordance with this Section 4.1 shall be conclusive and binding on the Company, absent manifest error. (b) No LC Issuer or Bank shall be entitled to demand compensation or be compensated hereunder to the extent that such compensation relates to any period of time more than 90 days prior to the date upon which such Bank or such LC Issuer, as applicable, first notified the Company of the occurrence of the event entitling such Bank or such LC Issuer, as applicable, to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the retroactive application of any event so notified to the Company).

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans bearing interest based on the Eurocurrency Base Rate (“Eurocurrency Loans”), Facility LCs Letters of Credit or participations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advancesthe Eurocurrency Loans), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Eurocurrency Loans, or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs Letters of Credit or participations therein held held, or interest or LC Fees fees received by itit with respect thereto, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans or Commitment Commitments or of issuing or participating in Facility LCs Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar LoansEurocurrency Loans or Commitments, Commitment, Facility LCs Letters of Credit or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. (a) If, on or after the date of this AgreementAgreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), the adoption of any law Law or any governmental or quasi-governmental rule, regulation, policy, guideline policy or directive (whether or not having the force of lawLaw), or any change in the interpretation or administration thereof by any governmental Governmental Authority or quasi-governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of lawLaw) of any such authority, central bank or comparable agency:agency (any such event, a “Change in Law”; provided that notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder (“Xxxx-Xxxxx”), issued in connection therewith or in implementation thereof shall be deemed to a “Change in Law” regardless of the date enacted, adopted, issued or implemented): (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments Taxes (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of on its Eurodollar Loans, Loan principal, Facility LCs LCs, Commitments, participations therein or participations thereinother obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of maintaining its Commitment or making, funding or maintaining its Eurodollar LoansEurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to its Commitment or the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and (A) the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar LoansEurocurrency Loan, or Commitment, Facility LCs or participations therein, and (B) such Lender or the applicable Lending Installation or the LC Issuer, as the case may be, is generally demanding similar compensation from its other similar borrowers in similar circumstances, then, within 15 30 days of demand by such Lender or the LC Issuer, as the case may be, the relevant Borrower shall pay such Lender or the LC Issuer, as the case may be, such reasonable additional amount or amounts as will compensate such Lender or the LC Issuer for such increased cost or reduction in amount received, provided that the relevant Borrower shall not be required to pay such Lender or the LC Issuer pursuant to this Section 3.1(a) for such increased cost or reduction in amount received to the extent incurred more than 180 days prior to the date that such Lender or the LC Issuer, as the case may be, for notifies such relevant Borrower of the Change in Law giving rise to such increased cost or reduction in amount received, provided further that, if the Change in Law giving rise to such increased costs or reduction in amount received is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar LoansEurocurrency Loans (including without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans (including without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Eurocurrency Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received. (b) NON-U.S. RESERVE COSTS OR FEES WITH RESPECT TO LOANS TO NON-U.S.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental quasi‑governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxestax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(e)), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Commitment, Loans, Facility LCs its L/C Exposure, the Letters of Credit or participations thereinother amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Rate Loans) with respect to its Commitment, Loans, L/C Exposure or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Commitment, the Loans, the L/C Exposures or the Letters of issuing or participating in Facility LCs, Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar LoansCommitment, Facility LCs Loans or participations thereinLetters of Credit, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar LoansCommitment, Facility LCs Loans or participations therein L/C Exposure held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the LC Issuer as the case may be, Lender; and the result of any of the foregoing is to increase the cost to such that Lender or applicable Lending Installation or the LC Issuerof making, as the case may be, of making renewing or maintaining its Eurodollar Loans Commitment, Loans, L/C Exposure, or Commitment or Letters of issuing or participating in Facility LCs Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender or the LC Issuer, as the case may bepursuant to Section 4.5, the Borrower applicable Borrowers shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Exposure, Letters of Credit and its Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of (a) If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC any Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC any Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC any Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC any Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC any Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC any Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC any Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC such Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment Loans, Commitment, or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC such Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 3 days of demand by such Lender or the LC such Issuer, as the case may be, the Borrower shall pay such Lender or the LC such Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC such Issuer, as the case may be, for such increased cost or reduction in amount received. A Lender claiming compensation under this section shall notify the Borrower in writing of such claim, and shall only be entitled to compensation under this Section 3.1 for increased costs occurring (A) from and after the date of such notice until the events giving rise to such claim have ceased to exist, and (B) during the one hundred twenty (120) day period preceding the date the Borrower receives notice from Agent or such Lender setting forth the described claim for compensation. (b) Borrower may, if obligated to make a payment under this Section 3.1, require the Lender(s) collecting such payment to (i) to the extent reasonably possible, change its Lending Installation to a different location so as to minimize such payment obligation, so long as such designation would not, in the judgment of such Lender, result in an increase in costs to such Lender or would otherwise be disadvantageous to such Lender, or (ii) sell its interests herein to a Lender or other Person reasonably satisfactory to Agent in accordance with Section 12.3.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (in each case, other than with respect to Excluded Taxes or Indemnified Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, ; or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), ; or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, ; and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 fifteen (15) days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:Bank with such, (i) subjects any Lender Bank, the LC Issuer or any applicable Lending Installation or the LC Issuer to any Taxes, Taxes or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender Bank or the LC Issuer in respect of its Eurodollar Loans, Credit Extensions (including any participations in Facility LCs LCs) or participations thereinother amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank, the LC Issuer or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender Bank, the LC Issuer or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating Credit Extensions (including any participations in Facility LCs, ) or reduces any amount receivable by any Lender Bank, the LC Issuer or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Credit Extensions (including any participations in Facility LCs or participations thereinLCs), or requires any Lender Bank, the LC Issuer or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Credit Extensions (including any participations in Facility LCs or participations therein LCs) held or interest or LC Fees received by it, by an amount deemed material by such Lender Bank or the LC Issuer, except any special charge imposed on a Bank or the LC Issuer as separate from the case may be, and the result of any of the foregoing Assessment Rate that is to increase the cost to imposed on such Lender or applicable Lending Installation Bank or the LC Issuer, as applicable, as a result of its non-performing loans or Sidley Xxxxxx Xxxxx & Xxxx -29- (iv) affects the case may beamount of capital required or expected to be maintained by any Bank, of making the LC Issuer or maintaining its Eurodollar Loans Lending Office or Commitment any corporation controlling any Bank or of issuing or participating in Facility LCs or to reduce the return received by LC Issuer and such Lender or applicable Lending Installation Bank or the LC Issuer, as applicable, determines the case may be, amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make Credit Extensions (including any participations in connection with such Eurodollar Loans, Commitment, Facility LCs LCs) hereunder or participations thereinof commitments of this type, then, within 15 days of demand by such Lender Bank or the LC Issuer, as the case may beapplicable, the Borrower Company shall pay such Lender Bank or the LC Issuer, as applicable, that portion of such increased expense incurred (including, in the case may beof Section 3.1(iv), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such additional change in regulation after taking into account such Bank's or the LC Issuer's policies as to capital adequacy) or reduction in an amount or amounts as will compensate received which such Lender Bank or the LC Issuer, as applicable, determines is attributable to making, funding and maintaining its Credit Extensions and its Commitment. The Company will not be liable for any amounts incurred by the case may beBanks or the LC Issuer more than one year prior to the receipt by the Company of a notice from the Bank or the LC Issuer, for as applicable, demanding payment of such increased cost or reduction in amount receivedamounts.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-quasi governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxestaxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 fifteen days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Eurocurrency Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender Lender, or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks (or a Lender’s holding company or applicable Lending Installation for purposes of this Agreement) within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance of any Lender therewith (any of the foregoing, a “Change in Law”; provided, however, that notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith by any Lender Governmental Authority charged with the interpretation or application thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued to the extent having general applicability to all banks (or a Lender’s holding company or applicable Lending Installation for purposes of this Agreement) within the jurisdiction in which the applicable Lender (or the LC Issuer with any request its holding company or directive (whether or not having the force of lawsuch Lending Installation) of any such authority, central bank or comparable agency:operates), (i) subjects the Global Administrative Agent, any Lender or any applicable Lending Installation or the LC Issuer to any Taxestaxes, duties, levies, imposts, deductions, assessments, fees, charges or changes the basis of taxation of payments withholdings (other than with respect to (A) Taxes, (B) Excluded Taxes and (C) Other Taxes) to any Lender on its loans, loan principal, letters of credit, commitments, or the LC Issuer in respect of other obligations, or its Eurodollar Loansdeposits, Facility LCs reserves, other liabilities or participations thereincapital attributable thereto, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable with respect to Eurodollar Advances)its Fixed Rate Loans, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, the Fixed Rate Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Fixed Rate Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein Loans held or interest or LC Fees fee received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, Lender; and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuerthat Person of making, as the case may be, of making renewing or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs Loans or to reduce the return any amount received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations thereinunder this Agreement, then, within 15 days after receipt by the relevant Borrower of written demand by such Lender or the LC IssuerPerson pursuant to Section 3.6, as the case may be, the such Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for Person that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Person determines is attributable to making, funding and maintaining its Loans and its Commitment or Syndicated Canadian Commitment as reasonably determined by such Person (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of such Person under agreements having provisions similar to this Section 3.1 after consideration of such factors as such Person then reasonably determines to be relevant).

Yield Protection. If, on or after the date of this Agreement, the adoption of (a) If any change in law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental agency or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by authority having jurisdiction over any Lender or applicable Lending Installation Bank or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:Issuer, (i) subjects any Lender Bank or any applicable Lending Installation or the LC Issuer to any Taxesincreased tax, duty, charge or withholding on or from payments due from the Company (excluding taxation measured by or attributable to the overall net income of such Bank or applicable Lending Installation, whether overall or in any geographic area), or changes the basis rate of taxation of payments (other than with respect to Excluded Taxes) to any Lender Bank or the LC Issuer in respect of its Eurodollar Loans, Credit Extensions (including any participations in Facility LCs LCs) or participations thereinother amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended byby any Bank, any Lender the LC Issuer or any applicable Lending Installation or (including any reserve costs under Regulation D of the LC Issuer FRB with respect to Eurocurrency liabilities (other than reserves and assessments taken into account as defined in determining the interest rate applicable to Eurodollar Advancessuch Regulation D)), or (iii) imposes any other condition the result of which is to increase the cost to any Lender Bank, the LC Issuer or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating Credit Extensions (including any participations in Facility LCs), or reduces any amount receivable by any Lender Bank, the LC Issuer or any applicable Lending Installation in connection with Credit Extensions (including any participations in Facility LCs) or requires any Bank, the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held its Outstanding Credit Exposure or interest or LC Fees received by it, by an amount deemed material by such Lender Bank or the LC Issuer, or (iv) affects the amount of capital required or expected to be maintained by any Bank, the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or any corporation controlling any Bank or LC Issuer and such Bank or the LC Issuer, as applicable, determines the case may be, amount of making capital required is increased by or maintaining based upon the existence of this Agreement or its Eurodollar Loans or Commitment obligation to make Credit Extensions (including any participations in Facility LCs) hereunder or of issuing or participating in Facility LCs or to reduce the return received commitments of this type, then, upon presentation by such Lender Bank or applicable Lending Installation the LC Issuer to the Company of a certificate (as referred to in the immediately succeeding sentence of this Section 4.1) setting forth the basis for such determination and the additional amounts reasonably determined by such Bank or the LC Issuer for the period of up to 90 days prior to the date on which such certificate is delivered to the Company and the Agent, to be sufficient to compensate such Bank or the LC Issuer, as the case may beapplicable, in connection with light of such Eurodollar Loanscircumstances, Commitment, Facility LCs or participations therein, then, the Company shall within 15 30 days of demand by such Lender delivery of such certificate pay to the Agent for the account of such Bank or the LC Issuer, as the case may beapplicable, the Borrower shall pay specified amounts set forth on such Lender certificate. The affected Bank or the LC Issuer, as applicable, shall deliver to the case may beCompany and the Agent a certificate setting forth the basis of the claim and specifying in reasonable detail the calculation of such increased expense, which certificate shall be prima facie evidence as to such additional amount or amounts as will compensate increase and such Lender amounts. An affected Bank or the LC Issuer, as applicable, may deliver more than one certificate to the case Company during the term of this Agreement. In making the determinations contemplated by the above-referenced certificate, any Bank and the LC Issuer may bemake such reasonable estimates, for assumptions, allocations and the like that such increased cost Bank or reduction the LC Issuer, as applicable, in amount receivedgood faith determines to be appropriate, and such Bank's or the LC Issuer's selection thereof in accordance with this Section 4.1 shall be conclusive and binding on the Company, absent manifest error. (b) Neither the LC Issuer nor any Bank shall be entitled to demand compensation or be compensated hereunder to the extent that such compensation relates to any period of time more than 90 days prior to the date upon which such Bank or the LC Issuer, as applicable, first notified the Company of the occurrence of the event entitling such Bank or the LC Issuer, as applicable, to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the retroactive application of any event so notified to the Company).

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or; (iiiii) imposes any other condition (other than taxes, which are addressed in clause (iii) below) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Revolving Loan Commitment or Eurodollar Loans, Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Revolving Loan Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein), or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Revolving Loan Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer Issuer, as the case may beapplicable; or (iii) subjects any Recipient to any taxes (other than (A) Taxes, (B) Other Taxes, (C) Excluded Taxes or (D) Other Connection Taxes on gross or net income, profits or revenue (including value-added or similar taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or Installation, the LC Issuer, as the case may be, Issuer or any other Recipient of making or maintaining its Eurodollar Loans (in the case of the preceding clauses (i) or (ii)) or Loans (in the case of preceding clause (iii)) or Revolving Loan Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or Installation, the LC Issuer, as the case may be, Issuer or any other Recipient in connection with such Eurodollar Loans, Commitment, Loans or Revolving Loan Commitment or Facility LCs or (including participations therein), then, within 15 fifteen (15) days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender or Lender, the LC IssuerIssuer or such other Recipient, as the case may beapplicable, the Borrower shall pay such Lender or Lender, the LC IssuerIssuer or such other Recipient, as the case may beapplicable, such additional amount or amounts as will compensate such Lender or Lender, the LC IssuerIssuer or such other Recipient, as the case may beapplicable, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of (a) If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (i) subjects any Lender or any applicable Lending Installation or the any LC Issuer to any Taxes, or changes the basis of taxation of payments Taxes (other than with respect to Excluded Taxes or Indemnified Taxes) to any Lender on its loans, loan principal, letters of credit, commitments, or the LC Issuer in respect of other obligations, or its Eurodollar Loansdeposits, Facility LCs reserves, other liabilities or participations thereincapital attributable thereto, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), , (iii) [Reserved]; or (iiiiv) imposes any other condition the result of which is to increase the cost (other than Taxes) to any Lender or any applicable Lending Installation or the any LC Issuer of making, funding funding, continuing, converting to or maintaining its Eurodollar LoansEurocurrency Loans or Commitment, or of issuing or participating in Facility LCs, (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or reduces any amount receivable (other than with respect to Taxes) by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC LCs Fees received by it, by an amount deemed material by such Lender or the such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the such LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the such LC Issuer, as the case may be, in connection with such Eurodollar Eurocurrency Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the such LC Issuer, as the case may be, the Parent shall, or shall cause the applicable Borrower shall to, pay such Lender or the such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such LC Issuer, as the case may be, for the actual increased cost or reduction in amount received. (b) If any law or any governmental or quasi governmental rule, regulation, policy, guideline or directive of any jurisdiction outside of the United States of America or any subdivision thereof (whether or not having the force of law), imposes or deems applicable any reserve requirement against or fee with respect to assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation, or any LC Issuer, and the result of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer of making or maintaining its Eurocurrency Loans to, or of issuing or participating in Facility LCs upon the request of, or of making or maintaining its Commitment to, any Non-U.S. Borrower or to reduce the return received by such Lender or applicable Lending Installation or such LC Issuer in connection with such Eurocurrency Loans to, Facility LCs applied for by, or Commitment to any Non-U.S. Borrower, then, within 15 days of demand by such Lender, or such LC Issuer, as the case may be, such Non-U.S. Borrower shall pay such Lender, or such LC Issuer, as the case may be, such additional amount or amounts as will compensate it for such increased cost or reduction in amount received, provided that such Non-U.S. Borrower shall not be required to compensate any Lender for such non-U.S. reserve costs or fees to the extent that an amount equal to such reserve costs or fees is received by such Lender as a result of the calculation of the interest rate applicable to Eurocurrency Advances pursuant to clause (a)(ii) of the definition of “Eurocurrency Rate.”

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received. Any such demand must be given by such Lender or the LC Issuer within 180 days of the determination any such increased cost or reduced return.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation any existing or administration thereof by any governmental future law, rule, regulation, policy, guideline or quasi-governmental authority, central bank directive or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxestax, duty, charge or withholding on or from payments due from the Company, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs Loans or participations thereinother amounts due it hereunder (excluding any tax imposed with respect to the overall net income of any Lender or its Lending Installation and any franchise taxes imposed on any such Lender or Lending Installation to the extent such franchise taxes are in lieu of net income taxes), or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesAdvances or Discount Loans), or (iii) affects the amount of capital required or expected to be maintained by any Lender or Lending Installation or any corporation controlling any Lender or Lending Installation and such Lender determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make or maintain Loans hereunder or of commitments of this type, or (iv) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein loans held or interest or LC Fees received by it, by it in an amount deemed material by such Lender or the LC Issuer as the case may beLender, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuerof making, as the case may be, of making renewing or maintaining its Eurodollar Loans or Commitment or of issuing any Loan or participating to reduce any amount receivable in Facility LCs respect thereof or to reduce the rate of return received by on the capital of such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by any Person controlling such Lender or Lending Installation as it relates to credit facilities in the LC Issuernature of that evidenced by this Agreement, as then the case may be, the Borrower Company shall pay such Lender or the LC Issuerthat portion of such increased expense incurred (including, as in the case may beof Section 3.1(iii), such additional any reduction in the rate of return on capital to an amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, below that which it could have achieved but for such increased cost law, rule, regulation, policy, guideline or directive and after taking into account such Lender's policies as to capital adequacy) or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans and its Commitment to the extent such expenses or reductions arise from and after the date which is 90 days before receipt by the Company of demand for payment by such Lender. Notwithstanding the foregoing, if any of the foregoing circumstances otherwise giving rise to the yield protection provisions of this Section are imposed solely against a single Lender as a result of circumstances or conditions which apply solely to that Lender and not generally to lenders domiciled in the jurisdiction of such Lender's domicile, then the yield protection provisions of this Section shall not apply with respect to such circumstances.

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Loans or Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount receivedreceived (provided that the Lenders or the LC Issuer have not been compensated for such additional costs or reduction in return or amounts received in the calculation of the Eurocurrency Base Rate). (b) Each Lender or LC Issuer shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.1. The Borrower shall not be required to compensate a Lender pursuant to this Section 3.1 for any increased costs or reduction in return or amounts received incurred more than 180 days prior to the date that such Lender notifies the Borrower of the change giving rise to such increased costs or reductions.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or provided compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or therewith is customary practice if not having the force of law) ), or any interpretation thereof, or the compliance of any such authorityLender, central bank Swing Loan Lender or comparable agency:LC Issuer therewith, (i) subjects any Lender, Swing Loan Lender or LC Issuer or any applicable Lending Installation or the LC Issuer to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by such Lender's, Swing Loan Lender's or LC Issuer's, as the case may be, income by the United States of America or any Governmental Authority of the jurisdiction under the laws of which such Lender, Swing Loan Lender or LC Issuer, as the case may be, is organized or maintains its Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Swing Loan Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations thereinother amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Swing Loan Lender or LC Issuer or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition condition, in each case, the result of which is to increase the cost to any Lender, Swing Loan Lender or LC Issuer or any applicable Lending Installation or the LC Issuer of making, funding funding, issuing or maintaining its Eurodollar Loans, Loans or of issuing or participating in Facility LCs, LCs or reduces any amount receivable by any Lender, Swing Loan Lender or LC Issuer or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Loans or Facility LCs or participations thereinLCs, or requires any Lender, Swing Loan Lender or LC Issuer or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar LoansLoans held, Facility LCs or participations therein held issued or interest or LC Fees fees received by it, by an amount deemed material by such Lender, Swing Loan Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender, Swing Loan Lender or the LC Issuer, as the case may be, the Borrower shall pay to the Administrative Agent for the account of such Lender, Swing Loan Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for Issuer that portion of such increased cost expense incurred or reduction in an amount received.received which such

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, LCs or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans Loans, or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Facility LCs, participations therein or Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (i) subjects any Lender (each reference in this SECTION 3.1 to a Lender being in its capacity either as a Lender or an Issuing Lender, or both) or any applicable Lending Installation or the LC Issuer to any Taxestax, duty, charge or withholding on or from payments due from the Borrower, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Commitments, its Loans, Facility LCs its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder (excluding for purposes of this Section 3.1(i), any Income Taxes imposed on any Lender or applicable Lending Installation by the United States of America or any Governmental Authority of the jurisdiction under the laws of which such Lender is organized or maintains a Lending Installation), or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Loans) with respect to its Commitments, its Loans, L/C Interests or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar the Commitments, the Loans, the L/C Interests or the Letters of issuing or participating in Facility LCs, Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Commitments, Loans, Facility LCs L/C Interests or participations thereinLetters of Credit, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Commitments, Loans, Facility LCs L/C Interests or participations therein Letters of Credit held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the LC Issuer as the case may be, Lender; and the result of any of the foregoing is to increase the cost to such that Lender or applicable Lending Installation or the LC Issuerof making, as the case may be, of making renewing or maintaining its Eurodollar Loans Commitments, Loans, L/C Interests or Commitment or Letters of issuing or participating in Facility LCs Credit or to reduce the return any amount received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations thereinunder this Agreement, then, within 15 days after receipt by the Borrower of written demand by such Lender or the LC Issuer, as the case may bepursuant to SECTION 3.5, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount received.received which such

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar LIBOR Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar LIBOR Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar LIBOR Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar LIBOR Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar LIBOR Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender Lender, or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar LIBOR Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar LIBOR Loans, Commitment, Facility LCs or participations therein, then, within 15 fifteen (15) days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Fixed Rate Loans, Facility LCs or participations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Fixed Rate Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Fixed Rate Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Fixed Rate Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Fixed Rate Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Fixed Rate Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Fixed Rate Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreementhereof, the adoption of or any change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxestax, duty, charge or withholding on or from payments due the Borrower (excluding taxation of the overall net income of any Lender or applicable Lending Installation imposed by the jurisdiction in which (such Lender or Lending Installation is incorporated or has its principal place of business), or changes the basis of taxation of principal, interest or any other payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer Lending Installation in respect of its Eurodollar Loans or other amounts due it hereunder with respect to its Eurodollar Loans, Facility LCs or participations therein, or (iib) with respect to Eurodollar Loans, imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, Loans or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein Loans held or interest or LC Fees received by itit in respect thereof, by an amount deemed material by such Lender or the LC Issuer as and, in the case may be, and the result of any of Section 3.1 (a), (b) or (c), the foregoing is Lender shall in good faith determine the amount of such increased expense incurred or reduction in amount received to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations thereinbe material, then, within 15 days of demand by such Lender or the LC Issuer, as the case may beLender, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived (other than any such expense or reduction for which the Lenders are also entitled to compensation pursuant to Section 2.14(a)) which such Lender reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment.

Yield Protection. (a) If, on or after the date of this Agreementhereof, the adoption of any law applicable law, rule or regulation, or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)change therein, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or applicable its Lending Installation or the LC Issuer Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority: (i) subjects shall subject any Lender (or any applicable its Lending Installation or the LC Issuer Office) to any Taxestax, duty or other charge with respect to its Notes, its Letter(s) of Credit, or changes its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender (or its Lending Office) of the LC Issuer principal of or interest on its Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its Eurodollar LoansLetter(s) of Credit, Facility LCs or participations any participation therein, any Reimbursement Obligations owed to it, or its obligation to issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Lender or its Lending Office imposed by the jurisdiction in which such Lender’s principal executive office or Lending Office is located); or (ii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or shall impose on any applicable Lender (or its Lending Installation Office) or on the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes interbank market any other condition the result affecting its Notes, its Letter(s) of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar LoansCredit, or of issuing or participating its participation in Facility LCsany thereof, any Reimbursement Obligation owed to it, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations thereinobligation to issue a Letter of Credit, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, participate therein; and the result of any of the foregoing is to increase the cost to such Lender (or applicable its Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or Office) of issuing or maintaining a Letter of Credit, or participating in Facility LCs therein, or to reduce the return amount of any sum received or receivable by such Lender (or applicable its Lending Installation Office) under this Agreement or the LC Issuerunder any other Loan Document with respect thereto, as the case may be, in connection with by an amount deemed by such Eurodollar Loans, Commitment, Facility LCs or participations thereinLender to be material, then, within 15 days of after demand by such Lender or (with a copy to the LC Issuer, as the case may beAdministrative Agent), the Borrower shall be obligated to pay to such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction reduction. (b) If, after the date hereof, any Lender or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority has had the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount receiveddeemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (c) A certificate of a Lender claiming compensation under this Section 8.4 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation interpretation, promulgation, implementation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or compliance by Lender (or any Lender or applicable Lending Installation or the LC Issuer Installation) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: a. subjects Lender (i) subjects any Lender or any applicable Lending Installation or the LC Issuer Installation) to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs the Loan or participations therein, or (ii) b. imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesInstallation), or (iii) c. imposes any other condition the result of which is to increase the cost to any Lender (or any applicable Lending Installation or the LC Issuer Installation) of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, the Loan or reduces any amount receivable by any Lender (or any applicable Lending Installation or the LC Issuer Installation) in connection with its Eurodollar Loans, Facility LCs the Loan or participations therein, or requires any Lender (or any applicable Lending Installation or the LC Issuer Installation) to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, the Loan by an amount deemed material by such Lender or the LC Issuer as the case may beLender, and the result of any of the foregoing is to increase the cost to such Lender (or the applicable Lending Installation or the LC Issuer, as the case may be, Installation) of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs the Loan or to reduce the return received by such Lender (or the applicable Lending Installation or the LC IssuerInstallation), as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations thereinthe Loan, then, within 15 days of demand by such Lender or the LC Issuer, as the case may beLender, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender Bank or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender Bank or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations participation therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesRate Borrowings), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender Bank or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender Bank or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender Bank or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Loans Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender Bank or the LC Issuer issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender Bank or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender Bank or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender Bank or the LC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender Bank or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender Bank or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this AgreementEffective Date, the adoption of any law or any governmental or quasi-governmental quasi‑governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyagency or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards 64 Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) made after the Effective Date: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer or the Agent to any Taxes, Taxes or changes the basis of taxation of payments (other than with respect to Excluded Taxes and Indemnified Taxes) to any Lender or the LC Issuer or the Agent in respect of its Eurodollar Term Benchmark Loans, Facility LCs or participations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Term Benchmark Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding funding, converting to, continuing or maintaining its Eurodollar Term Benchmark Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Term Benchmark Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Term Benchmark Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC IssuerIssuer or the Agent, as the case may be, of making making, converting to, continuing or maintaining its Eurodollar Term Benchmark Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Term Benchmark Loans, Commitment, Facility LCs or participations therein, then, within 15 fifteen days of demand by such Lender or the LC IssuerIssuer or the Agent, as the case may be, the Borrower shall pay such Lender or the LC IssuerIssuer or the Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the LC IssuerIssuer or the Agent, as the case may be, for such increased cost or reduction in amount received. Notwithstanding anything to the contrary in this Section 3.1, the Borrower shall not be required to compensate a Lender pursuant to this Section 3.1 for any amounts incurred more than nine months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefore; and provided that, if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 3.1, it shall promptly notify the Borrower (with a copy to the Agent) of the event by reason of which it has become so entitled and shall include in such notice a calculation of such additional amounts in reasonable detail. Notwithstanding anything herein to the contrary, (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith (whether or not having the force of law) or in implementation thereof, and (ii) all requests, rules, regulations, guidelines, interpretations, requirements, interpretations and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case pursuant to Basel III, shall, in each case, be deemed to be Change, regardless of the date enacted, adopted, issued or implemented.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or; (iiiii) imposes any other condition (other than taxes, which are addressed in clause (iii) below) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, Revolving Loan Commitment or Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Revolving Loan Commitment or Loans or Facility LCs or (including participations therein), or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Revolving Loan Commitment or Loans or Facility LCs or (including participations therein therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer Issuer, as the case may beapplicable; or (iii) subjects any Recipient to any taxes (other than (A) Taxes, (B) Other Taxes, (C) Excluded Taxes or (D) Other Connection Taxes on gross or net income, profits or revenue (including value-added or similar taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or Installation, the LC Issuer, as the case may be, Issuer or any other Recipient of making or maintaining its Eurodollar Loans (in the case of the preceding clauses (i) or (ii)) or Revolving Loan Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or Installation, the LC Issuer, as the case may be, Issuer or any other Recipient in connection with such Eurodollar Loans, Commitment, Loans or Revolving Loan Commitment or Facility LCs or (including participations therein), then, within 15 fifteen (15) days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender or Lender, the LC IssuerIssuer or such other Recipient, as the case may beapplicable, the Borrower shall pay such Lender or Lender, the LC IssuerIssuer or such other Recipient, as the case may beapplicable, such additional amount or amounts as will compensate such Lender or Lender, the LC IssuerIssuer or such other Recipient, as the case may beapplicable, for such increased cost or reduction in amount received.