Common use of Yield Protection Clause in Contracts

Yield Protection. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation will

Yield Protection. (ai) If If, on or before the first day of any LIBO Rate Interest Period for any LIBO Rate Loan, any Lender determines that either (iA) the adoptionLIBO Rate for such LIBO Rate Interest Period cannot be adequately and reasonably determined due to the unavailability of funds in, or other circumstances affecting, the London interbank market, (B) the LIBO Rate for such Loans does not adequately and fairly reflect the cost of making or maintaining the Loans to such Lender, or (C) deposits in Dollars in the London interbank market are not available to such Lender in the ordinary course of business in sufficient amounts to make such LIBO Rate Loans, then, upon the delivery of a written notice describing such conditions to the Borrower, the Borrower shall convert such Loans held by such Lender to Base Rate Loans on the last day of the then current LIBO Rate Interest Period. (ii) If, after the date hereofof this Note, the adoption or change in any applicable law or a change in the application or requirements thereof (whether such change occurs in accordance with the terms of such applicable law or as a result of an amendment) makes it illegal or unlawful for any Applicable LawLender to make or maintain any LIBO Rate Loan, rulethen, regulation or guideline regarding capital adequacy upon the delivery of a written notice describing such conditions to the Borrower, (A) the Borrower’s right to request, and applicable such Lender’s obligation to 47 commercial banks or financial institutions generally or make, any change thereinLIBO Rate Loans shall be suspended for as long as such condition remains in effect, or any changeand (B) in the event such Lender notifies the Borrower that such Lender may not lawfully continue to fund and maintain such LIBO Rate Loans, the Borrower shall, at the request of such Lender, at the end of the then current LIBO Rate Interest Period, convert such Loans into Base Rate Loans. (iii) If, after the date hereofof this Note, any change in laws applicable to any Lender (A) subjects such Lender to any tax, duty or other charges with respect to Loans or changes the basis of taxation with respect to repayment of the Loans (other than taxes, duties or other charges or changes in the interpretation basis of taxation on the overall net income of such Lender), (B) imposes any additional reserve, special deposit or administration thereof other similar requirements for reserves held by the Lender with respect to the Loans (without duplication of any Tribunalrequirement under Section 2(f)(iii)(C)), central bank (C) affects the amount of capital required to be maintained by such Lender with respect to the Loans or comparable agency charged with the interpretation or administration thereofCommitments, or (iiD) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after otherwise increases the date hereof applicable cost to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoptionof making, change renewing and maintaining any Loan or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) by an amount reasonably deemed by such Lender to be materialany Commitment, then the Borrower shall, from time to time, within fifteen days after upon demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), (accompanied by a certificate from such Lender setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of incurred costs), absent manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, Borrower shall pay to such Lender such additional amount amounts sufficient to reimburse or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willadditional costs.

Yield Protection. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION(but excluding consequences of such Lender's negligence or intentional disregard of law or regulation)) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, Borrower shall Company shall, subject to SECTION 9.8 hereof, pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify Borrower Company of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(aSECTION 2.13(A) as promptly as practicable after such Lender obtains actual knowledge of such event; providedPROVIDED, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(aSECTION 2.13(A), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest demonstrable error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower Company of any such increased costs payable to such Lender under this Section 2.13(aSECTION 2.13(A). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations reimbursement obligations by an amount deemed by such Lender, Lender to be material, thenTHEN, within five days after demand by such Lender, Borrower shall Company shall, subject to SECTION 9.8 hereof, pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will will (i) notify Borrower Company and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(bSECTION 2.13(B), as promptly as practicable after such Lender obtains actual knowledge of the event; providedPROVIDED, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willwill avoid the need for, or reduce the amount of, the compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender. A certificate of such Lender claiming compensation under this SECTION 2.13(B), setting forth in reasonable detail the computation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of demonstrable error. If such Lender demands compensation under this SECTION 2.13(B), Company may at any time, on at least five Business Days' prior notice to such Lender (i) repay in full the then outstanding principal amount of LIBOR Advances, of such Lender, together with accrued interest thereon, or (ii) convert the LIBOR Advances to Base Rate Advances in accordance with the provisions of this Agreement; PROVIDED, HOWEVER, that Company shall be liable for the Consequential Loss arising pursuant to those actions. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation or administration of any Law shall make it unlawful, or any central bank or other Tribunal shall assert that it is unlawful, for a Lender to perform its obligations hereunder to make LIBOR Advances or to continue to fund or maintain LIBOR Advances hereunder, then, on notice thereof and demand therefor by such Lender to Company, (i) each LIBOR Advance will automatically, upon such demand, convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Agent and Company that such Lender has determined that the circumstances causing such suspension no longer exist. (d) Upon the occurrence and during the continuance of any Default or Event of Default, (i) each LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of each Lender to make, or to convert Advances into, LIBOR Advances shall be suspended. (e) Failure on the part of any Lender to demand compensation for any increased costs, increased capital or reduction in amounts received or receivable or reduction in return on capital pursuant to this SECTION 2.13 (collectively, "INCREASED ADVANCE COSTS") with respect to any period shall not constitute a waiver of any Lender's right to demand compensation with respect to such period or any other period, subject, however, to the limitations set forth in this SECTION 2.13. Notwithstanding the foregoing, any Lender's demand for Increased Advance Costs shall not include any Increased Advance Costs with respect to any period more than two years prior to the date that such Lender gives notice to Company of such Increased Advance Costs unless the effective date of the condition which results in the right to receive Increased Advance Costs is retroactive (the "INCREASED ADVANCE COSTS RETROACTIVE EFFECTIVE DATE"). If any Increased Advance Costs has an Increased Advance Costs Retroactive Effective Date and any Lender demands compensation within two years after the date setting the Increased Advance Costs Retroactive Effective Date (the "INCREASED ADVANCE COSTS SET DATE"), such Lender shall have the right to receive such Increased Advance Costs from the Increased Advance Costs Retroactive Effective Date. If a Lender does not demand such Increased Advance Costs within two years after the Increased Advance Costs Set Date, such Lender may not receive payment of Increased Advance Costs with respect to any period more than two years prior to such demand. (f) The obligations of Company under this SECTION 2.13 shall survive any termination of this Agreement, subject, however, to the limitations set forth in SECTION 2.13(E) above. (g) Determinations by Lenders for purposes of this SECTION 2.13 shall be conclusive, absent demonstrable error. Any certificate delivered to Company by a Lender pursuant to this SECTION 2.13 shall include in reasonable detail the basis for such Lender's demand for additional compensation and a certification that the claim for compensation is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender. (h) If any Lender notifies Administrative Agent that, in its reasonable determination, the LIBOR Rate for any Interest Period for any LIBOR Advances will not adequately reflect the cost to such Lender of making, funding or maintaining LIBOR Advances for such Interest Period, Administrative Agent shall promptly so notify Company, whereupon (i) each such LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Agent that such Lender has determined that the circumstances causing such suspension no longer exist and Administrative Agent notifies Company of such fact.

Yield Protection. (ai) If If, on or before the first day of any LIBO Rate Interest Period for any LIBO Rate Loan, any Lender determines that either (iA) the adoptionLIBO Rate for such LIBO Rate Interest Period cannot be adequately and reasonably determined due to the unavailability of funds in, or other circumstances affecting, the London interbank market, (B) the LIBO Rate for such Loans does not adequately and fairly reflect the cost of making or maintaining the Loans to such Lender, or (C) deposits in Dollars in the London interbank market are not available to such Lender in the ordinary course of business in sufficient amounts to make such LIBO Rate Loans, then, upon the delivery of a written notice describing such conditions to the Borrower, the Borrower shall convert such Loans held by such Lender to Base Rate Loans on the last day of the then current LIBO Rate Interest Period. (ii) If, after the date hereofof this Note, the adoption or change in any applicable law or a change in the application or requirements thereof (whether such change occurs in accordance with the terms of such applicable law or as a result of an amendment) makes it illegal or unlawful for any Applicable LawLender to make or maintain any LIBO Rate Loan, rulethen, regulation or guideline regarding capital adequacy upon the delivery of a written notice describing such conditions to the Borrower, (A) the Borrower’s right to request, and applicable such Lender’s obligation to 47 commercial banks or financial institutions generally or make, any change thereinLIBO Rate Loans shall be suspended for as long as such condition remains in effect, or any changeand (B) in the event such Lender notifies the Borrower that such Lender may not lawfully continue to fund and maintain such LIBO Rate Loans, the Borrower shall, at the request of such Lender, at the end of the then current LIBO Rate Interest Period, convert such Loans into Base Rate Loans. (iii) If, after the date hereofof this Note, any change in laws applicable to any Lender (A) subjects such Lender to any tax, duty or other charges with respect to Loans or changes the basis of taxation with respect to repayment of the Loans (other than taxes, duties or other charges or changes in the interpretation basis of taxation on the overall net income of such Lender), (B) imposes any additional reserve, special deposit or administration thereof other similar requirements for reserves held by the Lender with respect to the Loans (without duplication of any Tribunalrequirement under Section 2.2(c)(iii)(C)), central bank (C) affects the amount of capital required to be maintained by such Lender with respect to the Loans or comparable agency charged with the interpretation or administration thereofCommitments, or (iiD) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after otherwise increases the date hereof applicable cost to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoptionof making, change renewing and maintaining any Loan or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) by an amount reasonably deemed by such Lender to be materialany Commitment, then the Borrower shall, from time to time, within fifteen days after upon demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), (accompanied by a certificate from such Lender setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of incurred costs), absent manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, Borrower shall pay to such Lender such additional amount amounts sufficient to reimburse or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willadditional costs.

Yield Protection. (a) If any Lender determines that either (i) the adoptionIf, after the date hereof, of any Applicable Law, rule, regulation on or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; providedAgreement, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth Change in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(a).Law: (bi) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the amount account of, or credit extended or participated in by, any LenderLender (except any reserve requirement reflected in the Eurocurrency Rate); (ii) subjects any 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 obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) imposes on any Lender the London interbank market any other condition condition, cost or expense affecting a Letter of Credit, a LIBOR Advance, the Notes, this Agreement or its obligation to make a LIBOR AdvanceEurocurrency Loans made by such Lender; and the result of any of the foregoing is shall be to increase the cost to such Lender of making 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 Letter of Credit, LIBOR Advancesobligation to make any such Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement hereunder (whether of principal, interest or under the Notes or Reimbursement Obligations by an amount deemed by any other amount) then, upon request of such Lender, to be material, then, within five days after demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost additional costs incurred or reductionreduction suffered. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after Notwithstanding the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; providedforegoing, no Lender shall be liable for its failure or the failure of any other Lender entitled to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of seek compensation under this Section 3.01 unless such Lender if the designation willis 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. (a) If The Borrowers shall pay to each Lender, from time to time on request, such amounts as such Lender may reasonably determine are necessary to compensate such Lender for any Lender determines that either (i) costs attributable to the adoptionmaintenance by such Lender, after the date hereofpursuant to any Regulatory ,Change, of its Percentage Share of the Loan Balance, including costs attributable to the maintenance of capital in respect of its Percentage Share of the Loan Balance, as well as for any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office reduction of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on assets or equity of such Lender's capital as a consequence of its obligations hereunder Lender to a level below that which such Lender could have achieved but for such adoptionRegulatory Change. (b) Determinations by the Agent or any Lender for purposes of this Section 2.12 of the effect of any Regulatory Change on capital maintained, change its costs or compliance (taking into consideration rate of return, its obligation to make and maintain its Percentage Share of the Loan Balance or on amounts receivable by it in respect of its Percentage Share of the Loan Balance or such Lender's policies with respect other obligations and the additional amounts required to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) by an amount reasonably deemed by compensate the Agent and such Lender to under this Section 2.12 shall be materialconclusive, then from time to timeabsent manifest error, within fifteen days provided that such determinations are made on a reasonable basis. The Agent or the relevant Lender shall furnish the Borrowers with a certificate setting forth in reasonable detail the basis and amount of any loss, cost or expense incurred as a result of any such event, and the statements set forth therein shall be conclusive, absent manifest error. The Agent or the relevant Lender shall notify the Borrowers, as promptly as practicable after demand by such Lender, Borrower shall pay to the Agent or such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify Borrower obtains knowledge of any sums payable pursuant to this Section 2.12 and determines to request compensation therefor, of any event occurring after the date of this Agreement Closing Date which will entitle the Agent or such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification2.12. A certificate of such Lender claiming Any compensation under this Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed requested by the Board of Governors of the Federal Reserve System), special deposit Agent or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b)2.12 shall be due and payable within 30 days of receipt by the Borrowers of any such notice. (c) The Agent and the Lenders agree (i) not to request, as promptly as practicable after and the Borrowers shall not be obligated to pay, any sums payable pursuant to this Section 2.12 unless similar sums payable are also generally assessed by the Agent or such Lender obtains actual knowledge of the event; provided, no Lender shall be liable against other customers similarly situated where such customers are subject to documents providing for its failure or the failure of any other Lender to provide such notification assessment and (ii) use good faith that the Borrowers shall not be required to compensate a Lender pursuant to this Section 2.12 for any increased costs incurred or reductions suffered more than three months prior to the date that such Lender notifies the Borrowers of the Regulatory Change giving rise to such increased costs or reductions and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender Lender’s intention to claim compensation therefor (except that, if the designation willRegulatory Change giving rise to such increased costs or reductions is retroactive, then the three month period referred to above shall be extended to include the period of retroactive effect thereof).

Yield Protection. (a) If any Lender determines that either (i) the adoptionIf, after the date hereof, of any Applicable Law, rule, regulation on or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; providedAgreement, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth Change in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(a).Law: (bi) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the amount account of, or credit extended or participated in by, any Lender; (ii) subjects any 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, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) imposes on any Lender any other condition condition, cost or expense affecting a Letter of Credit, a LIBOR Advance, the Notes, this Agreement or its obligation to make a LIBOR AdvanceSOFR Loans or SXXXX Loans (as applicable) made by such Lender therein; and the result of any of the foregoing is shall be to increase the cost to such Lender of making making, continuing, converting to or maintaining any SOFR Loans or SXXXX Loans, as applicable (or, in the case of a Change in Law with respect to Taxes, any Loan) or of maintaining its Letter of Creditobligation to make any such Loan, LIBOR Advancesor to increase the cost to such Lender, or to reduce the amount of any sum received or receivable by such Lender under this Agreement hereunder (whether of principal, interest or under the Notes or Reimbursement Obligations by an amount deemed by any other amount) then, upon request of such Lender, to be material, then, within five days after demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost additional costs incurred or reductionreduction suffered. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after Notwithstanding the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; providedforegoing, no Lender shall be liable for its failure or the failure of any other Lender entitled to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of seek compensation under this ‎Section 3.01 unless such Lender if the designation willis generally seeking compensation from other borrowers that are similarly situated to and of similar creditworthiness with respect to its similarly affected commitments or loans under agreements with such borrowers having provisions similar to this ‎Section 3.01.

Yield Protection. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION(but excluding consequences of such Lender's negligence or intentional disregard of law or regulation)) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, Borrower shall Company shall, subject to Section 9.9 hereof, pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify Borrower Company of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest demonstrable error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower Company of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations reimbursement obligations by an amount deemed by such Lender, Lender to be material, then, within five days after demand by such Lender, Borrower shall Company shall, subject to Section 9.9 hereof, pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will will (i) notify Borrower Company and Administrative Agent Lender of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willwill avoid the need for, or reduce the amount of, the compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender. A certificate of such Lender claiming compensation under this Section 2.13(b), setting forth in reasonable detail the computation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of demonstrable error. If such Lender demands compensation under this Section 2.13(b), Company may at any time, on at least five Business Days' prior notice to such Lender (i) repay in full the then outstanding principal amount of LIBOR Advances, of such Lender, together with accrued interest thereon, or (ii) convert the LIBOR Advances to Base Rate Advances in accordance with the provisions of this Agreement; provided, however, that Company shall be liable for the Consequential Loss arising pursuant to those actions. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation or administration of any Law shall make it unlawful, or any central bank or other Tribunal shall assert that it is unlawful, for a Lender to perform its obligations hereunder to make LIBOR Advances or to continue to fund or maintain LIBOR Advances hereunder, then, on notice thereof and demand therefor by such Lender to Company, (i) each LIBOR Advance will automatically, upon such demand, convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Lender and Company that such Lender has determined that the circumstances causing such suspension no longer exist. (d) Upon the occurrence and during the continuance of any Default or Event of Default, (i) each LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of each Lender to make, or to convert Advances into, LIBOR Advances shall be suspended. (e) Failure on the part of any Lender to demand compensation for any increased costs, increased capital or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section 2.13 (collectively, "Increased Advance Costs") with respect to any period shall not constitute a waiver of any Lender's right to demand compensation with respect to such period or any other period, subject, however, to the limitations set forth in this Section 2.13. Notwithstanding the foregoing, any Lender's demand for Increased Advance Costs shall not include any Increased Advance Costs with respect to any period more than two years prior to the date that such Lender gives notice to Company of such Increased Advance Costs unless the effective date of the condition which results in the right to receive Increased Advance Costs is retroactive (the "Increased Advance Costs Retroactive Effective Date"). If any Increased Advance Costs has an Increased Advance Costs Retroactive Effective Date and any Lender demands compensation within two years after the date setting the Increased Advance Costs Retroactive Effective Date (the "Increased Advance Costs Set Date"), such Lender shall have the right to receive such Increased Advance Costs from the Increased Advance Costs Retroactive Effective Date. If a Lender does not demand such Increased Advance Costs within two years after the Increased Advance Costs Set Date, such Lender may not receive payment of Increased Advance Costs with respect to any period more than two years prior to such demand. (f) The obligations of Company under this Section 2.13 shall survive any termination of this Agreement, subject, however, to the limitations set forth in Section 2.13(e) above. (g) Determinations by Lenders for purposes of this Section 2.13 shall be conclusive, absent demonstrable error. Any certificate delivered to Company by a Lender pursuant to this Section 2.13 shall include in reasonable detail the basis for such Lender's demand for additional compensation and a certification that the claim for compensation is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender. (h) If any Lender notifies Administrative Lender that, in its reasonable determination, the LIBOR Rate for any Interest Period for any LIBOR Advances will not adequately reflect the cost to such Lender of making, funding or maintaining LIBOR Advances for such Interest Period, Administrative Lender shall promptly so notify Company, whereupon (i) each such LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Lender that such Lender has determined that the circumstances causing such suspension no longer exist and Administrative Lender notifies Company of such fact.

Yield Protection. (a) If any Lender determines Borrower agrees that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance upon demand by any Lender (which demand shall be accompanied by a statement setting forth the basis for the calculations of the amount being claimed) Borrower will indemnify that Lender against any loss or Lending Office expense which that Lender may have sustained or incurred (including but not limited to any net loss or expense incurred by reason of any Lenderthe liquidation or reemployment of deposits or other funds acquired by that Lender to fund or maintain the Loans at the Applicable Interest Rate) with any request or directive made after the date hereof applicable which that Lender may be deemed to commercial banks have sustained or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authorityincurred, central bank or comparable agency has the effect of reducing the rate of return on as reasonably determined by such Lender's capital , (i) as a consequence of its obligations hereunder any failure by Borrower to make any payment when due of any amount due hereunder, (ii) due to any failure of Borrower to borrow any Advance on a level below that which such Lender could have achieved but for such adoptiondate specified therefor in a Draw Request, change or compliance (taking into consideration such Lender's policies with respect iii) due to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, Borrower shall pay to such Lender such additional amount any payment or amounts as will adequately compensate such Lender for such reductionprepayment on a date other than the last day of the LIBO Rate Set Period. Each Lender will notify Borrower shall be entitled to fund and maintain all or any part of the Loan in any event occurring after manner it deems fit, it being understood, however, that for the date purposes of this Agreement which will entitle all determinations hereunder shall be made as if that Lender had actually funded and maintained amounts bearing interest at the Applicable Interest Rate through the purchase of deposits having a maturity corresponding to the LIBO Rate Set Periods and bearing an interest rate equal to the appropriate LIBO Rate for such LIBO Rate Set Periods. Determinations and statements of a Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest absent demonstrable error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower The provisions of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after the date survive termination of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willAgreement.

Yield Protection. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's 0100.0269\91958 41 policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION(but excluding consequences of such Lender's negligence or intentional disregard of law or regulation)) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon the Borrower of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations reimbursement obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will (i) notify the Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willwill avoid the need for, or reduce the amount of, the compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender. A certificate of such Lender claiming compensation under this Section 2.13(b), setting forth in reasonable detail the computation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. If such Lender demands compensation under this Section 2.13(b), the Borrower may at any time, on at least five Business Days' prior notice to such Lender (i) repay in full the then outstanding principal amount of LIBOR Advances, of such Lender, together with accrued 0100.0269\91958 42 interest thereon, or (ii) convert the LIBOR Advances to Base Rate Advances in accordance with the provisions of this Agreement; provided, however, that the Borrower shall be liable for the Consequential Loss arising pursuant to those actions. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation or administration of any Law shall make it unlawful, or any central bank or other Tribunal shall assert that it is unlawful, for a Lender to perform its obligations hereunder to issue or maintain Letters of Credit, make LIBOR Advances or to continue to fund or maintain LIBOR Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower, (i) each LIBOR Advance will automatically, upon such demand, convert into a Base Rate Advance, (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Agent and the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist and (iii) the obligation of such Lender to make or maintain Letters of Credit shall be suspended until such Lender notifies Administrative Agent and the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. (d) Upon the occurrence and during the continuance of any Default or Event of Default, (i) each LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of each Lender to make, or to convert Advances into, LIBOR Advances shall be suspended. (e) Failure on the part of any Lender to demand compensation for any increased costs, increased capital or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section 2.13 with respect to any period shall not constitute a waiver of any Lender's right to demand compensation with respect to such period or any other period, subject, however, to the limitations set forth in this Section 2.13. (f) The obligations of the Borrower under this Section 2.13 shall survive any termination of this Agreement. (g) Determinations by Lenders for purposes of this Section 2.13 shall be conclusive, absent manifest error. Any certificate delivered to the Borrower by a Lender pursuant to this Section 2.13 shall include in reasonable detail the basis for such Lender's demand for additional compensation and a certification that the claim for compensation is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender. (h) If any Lender notifies Administrative Agent that the LIBOR Rate for any Interest Period for any LIBOR Advances will not adequately reflect the cost to such Lender of making, funding or maintaining LIBOR Advances for such Interest Period, Administrative Agent shall 0100.0269\91958 43 promptly so notify the Borrower, whereupon (i) each such LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Agent that such Lender has determined that the circumstances causing such suspension no longer exist and Administrative Agent notifies the Borrower of such fact.

Yield Protection. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION(but excluding consequences of such Lender's negligence or intentional disregard of law or regulation)) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, Borrower shall Company shall, subject to Section 9.8 hereof, pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify Borrower Company of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest demonstrable error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower Company of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations reimbursement obligations by an amount deemed by such Lender, Lender to be material, then, within five days after demand by such Lender, Borrower shall Company shall, subject to Section 9.8 hereof, pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will will (i) notify Borrower Company and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, no Lender -35- shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willwill avoid the need for, or reduce the amount of, the compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender. A certificate of such Lender claiming compensation under this Section 2.13(b), setting forth in reasonable detail the computation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of demonstrable error. If such Lender demands compensation under this Section 2.13(b), Company may at any time, on at least five Business Days' prior notice to such Lender (i) repay in full the then outstanding principal amount of LIBOR Advances, of such Lender, together with accrued interest thereon, or (ii) convert the LIBOR Advances to Base Rate Advances in accordance with the provisions of this Agreement; provided, however, that Company shall be liable for the Consequential Loss arising pursuant to those actions. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation or administration of any Law shall make it unlawful, or any central bank or other Tribunal shall assert that it is unlawful, for a Lender to perform its obligations hereunder to make LIBOR Advances or to continue to fund or maintain LIBOR Advances hereunder, then, on notice thereof and demand therefor by such Lender to Company, (i) each LIBOR Advance will automatically, upon such demand, convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Agent and Company that such Lender has determined that the circumstances causing such suspension no longer exist. (d) Upon the occurrence and during the continuance of any Default or Event of Default, (i) each LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of each Lender to make, or to convert Advances into, LIBOR Advances shall be suspended. (e) Failure on the part of any Lender to demand compensation for any increased costs, increased capital or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section 2.13 (collectively, "Increased Advance Costs") with respect to any period shall not constitute a waiver of any Lender's right to demand compensation with respect to such period or any other period, subject, however, to the limitations set forth in this Section 2.13. Notwithstanding the foregoing, any Lender's demand for Increased Advance Costs shall not include any Increased Advance Costs with respect to any period more than two years prior to the date that such Lender gives notice to Company of such Increased Advance Costs unless the effective date of the condition which results in the right to receive Increased Advance Costs is retroactive (the "Increased Advance Costs Retroactive Effective Date"). If any Increased Advance Costs has an Increased Advance Costs Retroactive Effective Date and any Lender demands compensation within two years after the date setting the Increased Advance Costs Retroactive Effective Date (the -36-

Yield Protection. (a) If any Lender determines that either (i) If with respect to any Interest Period relating to any Series and any Type B Loan Certificate of such Series: (1) the adoptionAgent (acting on advice of the Type B Loan Participants, after each acting reasonably and in good faith) determines (which determination shall be binding and conclusive on all parties) that, by reason of circumstances affecting the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally London interbank market or any change thereinother applicable financial market, adequate and reasonable means do not exist for ascertaining the LIBOR rate for such period; or (2) the Holder of such Type B Loan Certificate, acting reasonably and in good faith, advises the Agent that the LIBOR rate as determined in accordance with the provisions of the Mortgage will not adequately and fairly reflect the cost to such Holder of maintaining or any changefunding its Loan in line with prudent banking practice for such Interest Period; provided, after that such inadequacy is the date hereof, result of circumstances affecting the relevant interbank market generally and is not directly and solely the result of a deterioration in the interpretation or administration thereof by any Tribunalfinancial condition of such Holder, central bank or comparable agency charged with (each, a “Market Disruption Event”), then (x) the interpretation or administration thereofAgent shall promptly notify the Borrower and (y) so long as such circumstances shall continue, or the portion of the Loan that relates to such Type B Loan Certificate shall bear interest, for each Interest Period of the related Series (A) in the case of a Floating Rate Loan, at the cost of funds of such Holder for such Interest Period (determined as provided in paragraph (ii) compliance by any Lender below), expressed as a percentage rate per annum, plus the Applicable Margin (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy Type B Loan Certificates of such Series) (whether or not having the force “Market Disruption Floating Interest Rate”) and (B) in the case of lawa Fixed Rate Loan, at the Fixed Rate applicable to such Type and Series of Loan Certificates plus an amount equal to the difference of (I) the cost of any funds of such authorityHolder for such Interest Period (determined as provided in paragraph (ii) below), central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital expressed as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but percentage rate per annum minus (II) the LIBOR rate for such adoption, change or compliance Interest Period (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(a“Market Disruption Fixed Interest Rate”). (bii) IfIf the provisions of this Section 3(k) are applicable, after then each affected Holder shall report, as provided in paragraph (iv) below, to the date hereofAgent its cost of funds for such Interest Period and, based on the report of each such Holder as to such cost of funds, the Agent shall calculate the weighted average thereof. Promptly following the calculation of such average, the Agent shall advise the Borrower and the affected Holders thereof. (iii) The report by any TribunalHolder of a Type B Loan Certificate to the Agent of its cost of funds for any Interest Period shall be conclusive, central bank absent manifest error, and shall constitute a certification by such Holder that the interest rate so provided is an accurate, fair and non-discriminatory calculation of its Treasury-assessed funding costs for such period. (iv) If the provisions of this Section 3(k) are applicable, each Type B Loan Participant shall report to the Agent its cost of funds for each affected Interest Period as soon as practicable and, in any event, prior to the first day of such Interest Period (or promptly thereafter); provided that if such Type B Loan Participant is not able to obtain deposits in the London interbank (or other comparable authorityrelevant) market matching such Interest Period, at any time imposes, modifies notice of its cost of funds rate shall be provided as follows: (i) prior to the first day of such Interest Period (or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve Systempromptly thereafter), special deposit or similar requirement against assets of, deposits with or for such Type B Loan Participant shall provide to the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter Agent an approximation of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender Type B Loan Participant of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender funding for such increased cost or reduction. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the eventInterest Period; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts prior to designate a different Lending Office for LIBOR Advances the last day of such Lender Interest Period (or earlier, to the extent practicable if deposits of a duration longer than one day are obtained), such Type B Loan Participant shall provide to the designation willAgent the actual cost to such Type B Loan Participant of such funding for such Interest Period. (v) Notwithstanding Section 2.06 of the Mortgage (or any other provision in the Operative Documents requiring that interest be paid on a pro rata basis), in respect of each Interest Period of the related Series with respect to which a Market Disruption Event shall be applicable, the Security Trustee shall pay to each affected Holder of such Series from the funds provided by the Borrower pursuant to the preceding clause (ii) interest on the portion of the Loan that relates to the Type B Loan Certificate of such Series held by such Holder at the Market Disruption Floating Interest Rate applicable to such Holder or the Market Disruption Fixed Interest Rate applicable to such Holder, as the case may be, provided in clause (i) above for such Holder. (vi) All amounts payable under this Section 3(k) shall be calculated on the basis of a year of 360 days and actual number of days elapsed.

Yield Protection. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies If with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATIONany Interest Period relating to any Tranche of any [**]: (1) the [**], each acting reasonably and in good faith, determine (which determination shall be binding and conclusive on all parties) that, by an amount reason of circumstances affecting the London interbank market, adequate and reasonable means do not exist for ascertaining the LIBOR rate for such period; or (2) any [**], acting reasonably deemed by such Lender to be materialand in good faith, then from time to time, within fifteen days after demand by such Lender, advises the Borrower shall pay and the Security Trustee that LIBOR as determined in accordance with the definition thereof will not adequately and fairly reflect the cost to such Lender such additional amount [**] of maintaining or amounts as will adequately compensate such Lender funding its [**] in line with prudent banking practice for such reduction. Each Lender will notify Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such eventInterest Period; provided, no Lender shall be liable for its failure or that such inadequacy is the failure result of any other Lender to provide such notification. A certificate circumstances affecting the relevant interbank market generally and is not directly and solely the result of a deterioration in the financial condition of such Lender claiming compensation under this Section 2.13(a[**], (each, a “Market Disruption Event”), setting forth in reasonable detail then so long as such circumstances shall continue, the calculation portion of the additional amount or amounts Loan that relates to be paid to it hereunder such [**] shall bear interest, for each Interest Period of the [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and certifying that such claim is consistent filed separately with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive the Securities and Exchange Commission. related Tranche 1 and Tranche 2 (A) in the absence case of manifest error. Each Lender shall use reasonable efforts a Floating Rate Loan, at the Market Disruption Cost of Funds applicable to mitigate the effect upon Borrower Type B Loan Participants, plus the Applicable Margin (applicable to [**] of any each Tranche) (the “Market Disruption Floating Interest Rate”) and (B) in the case of a Fixed Rate Loan, at the Fixed Rate applicable to each Tranche of the [**] plus an amount equal to the difference of (I) the Market Disruption Cost of Funds, minus (II) LIBOR for such increased costs payable to such Lender under this Section 2.13(aInterest Period (the “Market Disruption Fixed Interest Rate”). (bii) IfIf the provisions of this Section 3(j) are applicable, after then each affected [**] shall report, as provided in paragraph (iv) below, to the date hereofSecurity Trustee and the Borrower its cost of funding its share of the [**] for such Interest Period ), expressed as a percentage rate per annum, and, based on the report of each such [**] as to such cost of funds, the Security Trustee shall calculate the weighted average thereof. Promptly following the calculation of such weighted average, the Security Trustee shall advise the Borrower and the each of the affected Type B Loan Participants thereof (which weighted average shall be the “Market Disruption Cost of Funds”) and the Market Disruption Cost of Funds shall be applicable to each of the affected Type B Loan Participants. (iii) The report by any TribunalType B Loan Participant to the Security Trustee and the Borrower of its cost of funds for any Interest Period shall be conclusive, central bank absent manifest error, and shall constitute a certification by such Type B Loan Participant that the interest rate so provided is an accurate, fair and non-discriminatory calculation of its Treasury (or comparable) desk’s assessed funding costs for such period and that such Type B Loan Participant is, to the extent it is entitled to do so, generally charging its borrowers similarly situated with the Borrower such market disruption costs. (iv) If the provisions of this Section 3(j) are applicable, each affected Type B Loan Participant shall report to the Security Trustee and the Borrower its cost of funds for each affected Interest Period as soon as practicable and, in any event, prior to the first day of such Interest Period (or promptly thereafter under circumstances where such costs of funds are generally not available to lenders similarly situated to any affected Type B Loan Participant); provided that if any affected Type B Loan Participant is not able to obtain deposits in the London interbank (or other comparable authorityrelevant) market matching such Interest Period, at notice of its cost of funds rate shall be provided as follows: (i) prior to the first day of such Interest Period (or promptly thereafter under circumstances where such costs of funds are generally not available to lenders similarly situated to any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve Systemaffected Type B Loan Participant), special deposit or similar requirement against assets of, deposits with or for such Type B Loan Participant shall provide to the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; Security Trustee and the result Borrower an approximation of any of the foregoing is to increase the cost to such Lender Type B Loan Participant of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender funding for such increased cost or reduction. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the eventInterest Period; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts prior to designate a different Lending Office for LIBOR Advances the last day of such Lender Interest Period (or earlier, to the extent practicable if deposits of a duration longer than one day are obtained), such Type B Loan Participant shall provide to the designation willSecurity Trustee and the Borrower the actual cost to such Type B Loan Participant of such funding for such Interest Period. [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (v) Notwithstanding Section 2.04 of the Mortgage (or any other provision in the Operative Documents requiring that interest be paid on a pro rata basis), in respect of each Interest Period of the related Tranche with respect to which a Market Disruption Event shall be applicable, the Security Trustee shall pay to each affected Type B Loan Participant of such Tranche from the funds provided by the Borrower pursuant to the preceding clause (ii) interest on the portion of the Loan that relates to the Type B Loan Certificate of such Tranche held by such Type B Loan Participant at the Market Disruption Floating Interest Rate applicable to such Type B Loan Participant or the Market Disruption Fixed Interest Rate applicable to such Type B Loan Participant, as the case may be, provided in clause (i) above for such Type B Loan Participant. (vi) All amounts payable under this Section 3(j) shall be calculated on the basis of a year of 360 days and actual number of days elapsed. (vii) Upon any Type B Loan Participant affected by a Market Disruption Event confirming to the Security Trustee and the Borrower that the event(s) giving rise to such Market Disruption Event have ceased, the rate of interest applicable to such Type B Loan Participant’s Type B Loans will revert to such rate of interest immediately in effect prior to the occurrence of such Market Disruption Event.

Yield Protection. (a) If any Lender the lender under Credit Agreement (the "Credit Agreement Lender"), determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) the Credit Agreement Lenders with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such the Credit Agreement Lender's capital as a consequence of its obligations hereunder to the Lender to a level below that which such the Lender could have achieved but for such adoption, change or compliance (taking into consideration such LenderNationsBank's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION(but excluding consequences of the Lender's negligence or intentional disregard of law or regulation)) by an amount reasonably deemed by such the Lender to be material, then from time to time, within fifteen 15 days after demand by such the Lender, Borrower shall shall, subject to Section 8.08 hereof, pay to such the Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each The Lender will 18 notify Borrower of any event occurring after the date of this Agreement which will entitle such the Lender to compensation pursuant to this Section 2.13(a2.14(a) as promptly as practicable after such the Lender obtains actual knowledge of such event; provided, no Lender shall not be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such the Lender claiming compensation under this Section 2.13(a2.14(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such the Lender's treatment of similar customers having similar provisions generally in their agreements with such the Lender shall be conclusive in the absence of manifest demonstrable error. Each The Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such the Lender under this Section 2.13(a2.14(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any the Lender, or imposes on any the Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such the Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such the Lender under this Agreement or under the Notes or Reimbursement Obligations reimbursement obligations by an amount deemed by such Lender, the Lender to be material, then, within five days after demand by such the Lender, Borrower shall shall, subject to Section 8.08 hereof, pay to such the Lender such additional amount or amounts as will compensate such the Lender for such increased cost or reduction. Each The Lender will (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation or administration of any Law shall make it unlawful, or any central bank or other Tribunal shall assert that it is unlawful, for the Lender to perform its obligations hereunder to make LIBOR Advances or to continue to fund or maintain LIBOR Advances hereunder, then, on notice thereof and demand therefor by the Lender to Borrower, (i) notify each LIBOR Advance will automatically, upon such demand, convert into a Base Rate Advance and (ii) the obligation of the Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until the Lender notifies the Borrower that the Lender has determined that the circumstances causing such suspension no longer exist. (d) Upon the occurrence and Administrative Agent during the continuance of any event occurring after Default or Event of Default, (i) each LIBOR Advance will automatically, on the date last day of this Agreement that entitles such the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of the Lender to make, or to convert Advances into, LIBOR Advances shall be suspended. (e) Failure on the part of the Lender to demand compensation for any increased costs, increased capital or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section 2.13(b2.14 (collectively, "Increased Advance Costs") with respect to any period shall not constitute a waiver of the Lender's right to demand compensation with respect to such period or any other period, subject, however, to the limitations set forth in this Section 2.14. Notwithstanding the foregoing, the Lender's demand for Increased Advance Costs shall not include any Increased Advance Costs with respect to any period more than two years prior to the date that the Lender gives notice to Borrower of such Increased Advance Costs unless the effective date of the condition which results in the right to receive Increased Advance Costs is retroactive (the "Increased Advance Costs Retroactive Effective Date"). If any Increased Advance Costs has an Increased Advance Costs Retroactive Effective Date and the Lender demands compensation within two years after the date setting the Increased Advance Costs Retroactive Effective Date (the "Increased Advance Costs Set Date"), as the Lender shall have the right to receive such Increased Advance Costs from the Increased Advance Costs Retroactive Effective Date. If the Lender does not demand such Increased Advance Costs within two years after the Increased Advance Costs Set Date, the Lender may not receive payment of Increased Advance Costs with respect to any period more than two years prior to such demand. (f) The obligations of Borrower under this Section 2.14 shall survive any termination of this Agreement, subject, however, to the limitations set forth in Section 2.14(e) above. (g) Determinations by the Lender for purposes of this Section 2.14 shall be conclusive, absent demonstrable error. Any certificate delivered to Borrower by the Lender pursuant to this Section 2.14 shall include in reasonable detail the basis for the 20 Lender's demand for additional compensation and a certification that the claim for compensation is consistent with the Lender's treatment of similar customers having similar provisions generally in their agreements with the Lender. (h) If, in the Lender's reasonable determination, the LIBOR Rate for any Interest Period for any LIBOR Advances will not adequately reflect the cost to the Lender of making, funding or maintaining LIBOR Advances for such Interest Period, Lender shall promptly as practicable after so notify Borrower, whereupon (i) each such Lender obtains actual knowledge LIBOR Advance will automatically, on the last day of the event; providedthen existing Interest Period therefor, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification convert into a Base Rate Advance and (ii) use good faith and reasonable efforts the obligation of the Lender to designate a different Lending Office for make, or to convert Advances into, LIBOR Advances of shall be suspended until the Lender notifies the Borrower that the Lender has determined that the circumstances causing such Lender if the designation willsuspension no longer exist.

Yield Protection. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION(but excluding consequences of such Lender's negligence or intentional disregard of law or regulation)) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, Borrower shall Company shall, subject to Section 9.8 hereof, pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify Borrower Company of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest demonstrable error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower Company of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations reimbursement obligations by an amount deemed by such Lender, Lender to be material, then, within five days after demand by such Lender, Borrower shall Company shall, subject to Section 9.8 hereof, pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will will (i) notify Borrower Company and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual -36- knowledge of the event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willwill avoid the need for, or reduce the amount of, the compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender. A certificate of such Lender claiming compensation under this Section 2.13(b), setting forth in reasonable detail the computation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of demonstrable error. If such Lender demands compensation under this Section 2.13(b), Company may at any time, on at least five Business Days' prior notice to such Lender (i) repay in full the then outstanding principal amount of LIBOR Advances, of such Lender, together with accrued interest thereon, or (ii) convert the LIBOR Advances to Base Rate Advances in accordance with the provisions of this Agreement; provided, however, that Company shall be liable for the Consequential Loss arising pursuant to those actions. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation or administration of any Law shall make it unlawful, or any central bank or other Tribunal shall assert that it is unlawful, for a Lender to perform its obligations hereunder to make LIBOR Advances or to continue to fund or maintain LIBOR Advances hereunder, then, on notice thereof and demand therefor by such Lender to Company, (i) each LIBOR Advance will automatically, upon such demand, convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Agent and Company that such Lender has determined that the circumstances causing such suspension no longer exist. (d) Upon the occurrence and during the continuance of any Default or Event of Default, (i) each LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of each Lender to make, or to convert Advances into, LIBOR Advances shall be suspended. (e) Failure on the part of any Lender to demand compensation for any increased costs, increased capital or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section 2.13 (collectively, "Increased Advance Costs") with respect to any period shall not constitute a waiver of any Lender's right to demand compensation with respect to such period or any other period, subject, however, to the limitations set forth in this Section 2.13. Notwithstanding the foregoing, any Lender's demand for Increased Advance Costs shall not include any Increased Advance Costs with respect to any period more than two years prior to the date that such Lender gives notice to Company of such Increased Advance Costs unless the effective date of the condition which results in the right to receive Increased Advance Costs is retroactive (the "Increased Advance Costs Retroactive Effective Date"). If any Increased Advance Costs has an Increased Advance Costs Retroactive Effective Date and any Lender demands compensation within two years after the date setting the Increased Advance -37- Costs Retroactive Effective Date (the "Increased Advance Costs Set Date"), such Lender shall have the right to receive such Increased Advance Costs from the Increased Advance Costs Retroactive Effective Date. If a Lender does not demand such Increased Advance Costs within two years after the Increased Advance Costs Set Date, such Lender may not receive payment of Increased Advance Costs with respect to any period more than two years prior to such demand. (f) The obligations of Company under this Section 2.13 shall survive any termination of this Agreement, subject, however, to the limitations set forth in Section 2.13(e) above. (g) Determinations by Lenders for purposes of this Section 2.13 shall be conclusive, absent demonstrable error. Any certificate delivered to Company by a Lender pursuant to this Section 2.13 shall include in reasonable detail the basis for such Lender's demand for additional compensation and a certification that the claim for compensation is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender. (h) If any Lender notifies Administrative Agent that, in its reasonable determination, the LIBOR Rate for any Interest Period for any LIBOR Advances will not adequately reflect the cost to such Lender of making, funding or maintaining LIBOR Advances for such Interest Period, Administrative Agent shall promptly so notify Company, whereupon (i) each such LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Agent that such Lender has determined that the circumstances causing such suspension no longer exist and Administrative Agent notifies Company of such fact.

Yield Protection. (a) If Without limiting the effect of the other provisions of this Section (but without duplication), the Borrower and/or the Co-Borrowers shall pay to the Agent and each Lender from time to time such amounts as the Agent and such Lender may determine are necessary to compensate it for any Additional Costs incurred by the Agent and such Lender. (b) Without limiting the effect of the other provisions of this Section (but without duplication), the Borrower and/or the Co-Borrowers shall pay to each Lender determines that either (i) from time to time on request such amounts as each Lender may determine are necessary to compensate each Lender for any costs attributable to the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof maintenance by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any each Lender (or any Applicable Lending Office Office), pursuant to any Regulatory Change, of capital in respect of the Commitment, such compensation to include, without limitation, an amount equal to any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force reduction of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence assets or equity of its obligations hereunder each Lender (or any Applicable Lending Office) to a level below that which such each Lender (or any Applicable Lending Office) could have achieved but for such adoptionRegulatory Change. (c) Without limiting the effect of the other provisions of this Section (but without duplication), change the Borrower and/or the Co-Borrowers shall pay to each Lender the administrative and re-employment costs customarily charged by Lenders as a result of: (i) any payment, prepayment, or compliance conversion by the Borrower and/or the Co-Borrowers of a Fixed Rate Loan on a date other than the last day of an Interest Period for such Loan; or (taking into consideration ii) any failure by the Borrower and/or the Co-Borrowers to borrow a Fixed Rate Loan from the Lenders on the date for such Lender's policies borrowing specified in the relevant Borrowing Request; such compensation to include, without limitation, with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) by any LIBO Rate Loan, an amount reasonably deemed by such Lender equal to be materialthe excess, then from time if any and only to time, within fifteen days after demand the extent actually incurred by such Lender, Borrower shall pay of (A) the amount of interest which would have accrued on the principal amount so paid, prepaid, converted, or not borrowed for the period from the date of such payment, prepayment, conversion, or failure to borrow to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure to borrow) at the applicable rate of interest for such Loan provided for herein over (B) the interest component (as reasonably determined by the Lenders) of the amount (as reasonably determined by the Agent and such Lender) the Agent and such Lender would have bid in the London interbank market for Dollar deposits of amounts comparable to such principal amount and maturities comparable to such period. (d) Determinations by the Agent and any Lender for purposes of this Section of the effect of any Regulatory Change on capital maintained, their costs or rate of return, maintaining Loans, their obligation to make Loans or on amounts receivable by it in respect of Loans or such obligations, and the additional amount or amounts as will adequately required to compensate the Agent and the Lenders under this Section shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis. The Agent and such Lender for shall furnish the Borrower with a certificate setting forth in reasonable detail the basis and amount of increased costs incurred or reduced amounts receivable as a result of any such reductionevent, and the statements set forth therein shall be conclusive, absent manifest error. Each The Agent and such Lender will shall (i) notify Borrower the Borrower, as promptly as practicable after the Lenders obtain knowledge of any Additional Costs or other sums payable pursuant to this Section and determine to request compensation therefor, of any event occurring after the date of this Agreement Closing Date which will entitle the Agent and such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such eventSection; provided, no Lender provided that the Borrower shall not be liable obligated for its failure or the failure payment of any Additional Costs or other Lender sums payable pursuant to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail to the calculation extent such Additional Costs or other sums accrued more than 30 days prior to the date upon which the Borrower was given such notice; and (ii) designate a different Applicable Lending Office for the Loans of the additional amount Lenders affected by such event if such designation will avoid the need for or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of such compensation. If the Agent or any sum received or receivable by such Lender requests compensation from the Borrower and/or the Co-Borrowers under this Agreement or under Section, the Notes or Reimbursement Obligations Borrower and/or the Co-Borrowers may, by an amount deemed by such notice to the Agent and any Lender, require that the Loans by the Lenders of the type with respect to which such compensation is requested be material, then, within five days after demand converted into Floating Rate Loans in accordance with Section 2.11. Any compensation requested by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation Lenders pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, no Lender shall be liable for its failure or due and payable to the failure Lenders within five days of delivery of any such notice by the Lenders to the Borrower. (e) Each Lender agrees that it shall not request, and the Borrower and/or the Co- Borrowers shall not be obligated to pay, any Additional Costs or other Lender sums payable pursuant to provide such notification this Section unless similar additional costs and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances other sums payable are also generally assessed by the Lenders against other customers of such Lender if the designation willLenders similarly situated where such customers are subject to documents providing for such assessment.

Yield Protection. (a) a If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION(but excluding consequences of such Lender's negligence or intentional disregard of law or regulation)) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a2.14(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, provided that no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a2.14(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon the Borrower of any such increased costs payable to such Lender under this Section 2.13(a2.14(a). (b) b If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, Notes or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender willsum (i) notify the Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b2.14(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, provided that no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willwill avoid the need for, or reduce the amount of, the compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender. A certificate of such Lender claiming compensation under this Section 2.14(b) setting forth in reasonable detail the computation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. If such Lender demands compensation under this Section 2.14(b), the Borrower may at any time, on at least five Business Days' prior notice to such Lender, (i) repay in full the then outstanding principal amount of LIBOR Advances of such Lender, together with accrued interest thereon, or (ii) convert the LIBOR Advances to Base Rate Advances in accordance with the provisions of this Agreement; provided, however, that the Borrower shall be liable for the Consequential Loss arising pursuant to those actions. (c Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation or administration of any Law shall make it unlawful, or any central bank or other Tribunal shall assert that it is unlawful, for a Lender to perform its obligations hereunder to make LIBOR Advances or to continue to fund or maintain LIBOR Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower, (i) each LIBOR Advance will automatically, upon such demand, convert into a Base Rate Advance, and (ii) the obligation of such Lender to make or to convert Advances into LIBOR Advances shall be suspended until such Lender notifies Administrative Agent and the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. (d Upon the occurrence and during the continuance of any Default or Event of Default, (i) each LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of each Lender to make or to convert Advances into LIBOR Advances shall be suspended. (e Failure on the part of any Lender to demand compensation for any increased costs, increased capital or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section 2.14 with respect to any period shall not constitute a waiver of any Lender's right to demand compensation with respect to such period or any other period, subject, however, to the limitations set forth in this Section 2.14.

Yield Protection. (a) If Without limiting the effect of the other provisions of this Section (but without duplication), the Borrower shall pay to the Agent and each Lender from time to time such amounts as the Agent and such Lender may determine are necessary to compensate it for any Additional Costs incurred by the Agent and such Lender. (b) Without limiting the effect of the other provisions of this Section (but without duplication), the Borrower shall pay to each Lender determines that either (i) from time to time on request such amounts as each Lender may determine are necessary to compensate each Lender for any costs attributable to the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof maintenance by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any each Lender (or any Applicable Lending Office Office), pursuant to any Regulatory Change, of capital in respect of the Commitment, such compensation to include, without limitation, an amount equal to any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force reduction of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence assets or equity of its obligations hereunder each Lender (or any Applicable Lending Office) to a level below that which such each Lender (or any Applicable Lending Office) could have achieved but for such adoptionRegulatory Change. (c) Without limiting the effect of the other provisions of this Section (but without duplication), change the Borrower shall pay to each Lender the administrative and re-employment costs customarily charged by Lenders as a result of: (i) any payment, prepayment, or compliance conversion by the Borrower of a Fixed Rate Loan on a date other than the last day of an Interest Period for such Loan; or (taking into consideration ii) any failure by the Borrower to borrow a Fixed Rate Loan from the Lenders on the date for such Lender's policies borrowing specified in the relevant Borrowing Request; such compensation to include, without limitation, with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) by any LIBO Rate Loan, an amount reasonably deemed by such Lender equal to be materialthe excess, then from time if any and only to time, within fifteen days after demand the extent actually incurred by such Lender, Borrower shall pay of (A) the amount of interest which would have accrued on the principal amount so paid, prepaid, converted, or not borrowed for the period from the date of such payment, prepayment, conversion, or failure to borrow to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure to borrow) at the applicable rate of interest for such Loan provided for herein over (B) the interest component (as reasonably determined by the Lenders) of the amount (as reasonably determined by the Agent and such Lender) the Agent and such Lender would have bid in the London interbank market for Dollar deposits of amounts comparable to such principal amount and maturities comparable to such period. (d) Determinations by the Agent and any Lender for purposes of this Section of the effect of any Regulatory Change on capital maintained, their costs or rate of return, maintaining Loans, their obligation to make Loans or on amounts receivable by it in respect of Loans or such obligations, and the additional amount or amounts as will adequately required to compensate the Agent and the Lenders under this Section shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis. The Agent and such Lender for shall furnish the Borrower with a certificate setting forth in reasonable detail the basis and amount of increased costs incurred or reduced amounts receivable as a result of any such reductionevent, and the statements set forth therein shall be conclusive, absent manifest error. Each The Agent and such Lender will shall (i) notify Borrower the Borrower, as promptly as practicable after the Lenders obtain knowledge of any Additional Costs or other sums payable pursuant to this Section and determine to request compensation therefor, of any event occurring after the date of this Agreement Closing Date which will entitle the Agent and such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such eventSection; provided, no Lender provided that the Borrower shall not be liable obligated for its failure or the failure payment of any Additional Costs or other Lender sums payable pursuant to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail to the calculation extent such Additional Costs or other sums accrued more than 30 days prior to the date upon which the Borrower was given such notice; and (ii) designate a different Applicable Lending Office for the Loans of the additional amount Lenders affected by such event if such designation will avoid the need for or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of such compensation. If the Agent or any sum received or receivable by such Lender requests compensation from the Borrower under this Agreement or under Section, the Notes or Reimbursement Obligations Borrower may, by an amount deemed by such notice to the Agent and any Lender, require that the Loans by the Lenders of the type with respect to which such compensation is requested be material, then, within five days after demand converted into Floating Rate Loans in accordance with Section 2.11. Any compensation requested by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation Lenders pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, no Lender shall be liable for its failure or due and payable to the failure Lenders within five days of delivery of any such notice by the Lenders to the Borrower. (e) Each Lender agrees that it shall not request, and the Borrower shall not be obligated to pay, any Additional Costs or other Lender sums payable pursuant to provide such notification this Section unless similar additional costs and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances other sums payable are also generally assessed by the Lenders against other customers of such Lender if the designation willLenders similarly situated where such customers are subject to documents providing for such assessment.

Yield Protection. (a) If any Lender determines that either (i) the adoptionIf, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; providedAgreement, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth Change in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(a).Law: (ba) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the amount account of, or credit extended or participated in by, any Lender; (b) subjects any Lender to any Tax of any kind whatsoever (except for (i) Indemnified Taxes or Other Taxes covered by Section 3.05 and (ii) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (c) imposes on any Lender or the London interbank market any other condition condition, cost or expense affecting a Letter of Credit, a LIBOR Advance, the Notes, this Agreement or its obligation to make a LIBOR AdvanceLoans made by such Lender; and the result of any of the foregoing is shall be to increase the cost to such Lender of making making, continuing, converting to or maintaining any SOFR Rate Loans or of maintaining its Letter of Credit, LIBOR Advancesobligation to make any such SOFR Rate Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement hereunder (whether of principal, interest or under the Notes or Reimbursement Obligations by an amount deemed by any other amount) then, upon request of such Lender, to be material, then, within five days after demand by such Lender, Borrower WBA shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost additional costs incurred or reductionreduction suffered. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after Notwithstanding the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; providedforegoing, no Lender shall be liable entitled to seek compensation under this Section 3.01 based on the occurrence of a Change in Law arising solely from (x) the Xxxx-Xxxxx Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated thereunder or issued in connection therewith or (y) all requests, rules, guidelines or directives promulgated by the Bank for its failure International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the failure of any other Lender United States regulatory authorities, in each case pursuant to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of Basel III, unless such Lender if the designation willis 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. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION(but excluding consequences of such Lender's negligence or intentional disregard of law or regulation)) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, provided that no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willgenerally

Yield Protection. (a) If any Lender determines that either (i) payment in respect of the adoption, after the Loans occurs on a date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or which is not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such LenderInterest Payment Date, Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such indemnify each Lender for such reduction. Each Lender will notify Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; providedloss or cost incurred by it resulting therefrom, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors loss or cost in liquidating or employing deposits acquired to fund or maintain its Pro Rata Share of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or Loans; provided that the Borrower shall not be liable for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such indemnifying each Lender under this Agreement Section 3.1 to the extent that such payment is made pursuant to Sections 2.3(b), 2.3(c) or 2.3(d), and/or on or prior to the first anniversary of the Effective Date, unless such payment is made upon and after the acceleration of the Loans following a Default pursuant to Section 9.1(a). For purposes of calculating amounts payable by Borrower to each Lender under this Section 3.1(a), each Lender shall be deemed to have funded its Pro Rata Share of the Notes Loans at the Applicable Rate through the purchase of a deposit in the London interbank eurodollar market for a comparable amount and for a period beginning on the first day of such calendar month and ending on the last day of such calendar month, whether or Reimbursement Obligations not in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written statement of any Lender shall be payable on demand after receipt by an Borrower of such written statement (b) A certificate of any Lender or any applicable Lending Installation setting forth the amount deemed by or amounts necessary to compensate such LenderLender or Lending Installation or its holding company, as the case may be, as specified in Section 3.1(a), and delivered to Borrower shall be materialconclusive and binding for all purposes, then, within five days after demand by such Lender, absent manifest error. Borrower shall pay to such Lender or Lending Installation or its holding company, as the case may be, the amount shown as due on any such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender willcertificate within ten (10) days after receipt thereof. (ic) notify Borrower and Administrative Agent Failure or delay on the part of any event occurring after the date Lender or Lending Installation to demand compensation pursuant to Section 3.1(a) shall not constitute a waiver of this Agreement such Lender’s or Lending Installation’s right to demand such compensation, provided that entitles such Borrower shall not be required to compensate a Lender to compensation or Lending Installation pursuant to this Section 2.13(b)3.1 for any increased costs incurred or reductions suffered more than three (3) months prior to the date that such Lender or Lending Installation, as promptly as practicable after such Lender obtains actual knowledge the case may be, notifies Borrower of the event; providedevent giving rise to such increased costs or reductions and of such Lender’s or Lending Installation’s intention to claim compensation therefor (except that, if the event giving rise to such increased costs or reductions is retroactive, then the three (3) month period referred to above shall be extended to include the period of retroactive effect thereof). (d) Anything to the contrary contained herein notwithstanding, no Lender Lender, nor any of its participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the Applicable Rate. (e) The obligations of Borrower under this Section 3.1 shall be liable for its failure or survive payment of the failure Obligations and termination of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willthis Agreement.

Yield Protection. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has Without limiting the effect of reducing the other provisions of this Section (but without duplication), the Borrowers shall pay to the Agent from time to time on request such amounts as the Agent may determine are necessary to compensate a Lender or some or all of the Lenders for any costs attributable to the maintenance by such Lender or Lenders, pursuant to any Regulatory Change, of capital in respect of the Commitment, such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender's capital as a consequence of its obligations hereunder Lender or Lenders to a level below that which such Lender or Lenders could have achieved but for such adoption, change or compliance Regulatory Change. (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATIONa) by an amount reasonably deemed Determinations by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify Borrower purposes of this Section of the effect of any event occurring after Regulatory Change on (i) capital maintained, (ii) its costs or rate of return, (iii) maintaining Loans, (iv) its obligation to make Loans, or (v) amounts receivable by it in respect of Loans or such obligations, and the date of this Agreement which will entitle such additional amounts required to compensate a Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a)shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis. Such Lender shall furnish the Borrowers with a certificate setting forth in reasonable detail the calculation basis and amount of the additional amount increased costs incurred or reduced amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower receivable as a result of any such increased costs payable to such Lender under this Section 2.13(a). (b) Ifevent, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of statements set forth therein shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis. The Agent shall notify the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b)Borrowers, as promptly as practicable after the Agent obtains notice from such Lender obtains actual knowledge of the event; provided, no any sums payable pursuant to this Section and request for compensation therefor. Any compensation requested by any Lender pursuant to this Section shall be liable for its failure or due and payable to the failure Agent (on account of such Lender) within five days of delivery of any other Lender such notice by the Agent to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willBorrowers.

Yield Protection. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has Without limiting the effect of reducing the other provisions of this Section (but without duplication), the Borrower shall pay to the Lender from time to time on request such amounts as the Lender may determine are necessary to compensate the Lender for any costs attributable to the maintenance by the Lender, pursuant to any Regulatory Change, of capital in respect of the Commitment, such compensation to include, without limitation, an amount equal to any reduction of the rate of return on such Lender's capital as a consequence assets or equity of its obligations hereunder the Lender to a level below that which such the Lender could have achieved but for such adoption, change or compliance Regulatory Change. (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATIONb) Determinations by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such the Lender for purposes of this Section of the effect of any Regulatory Change on capital maintained, its costs or rate of return, maintaining Loans, its obligation to make Loans, or on amounts receivable by it in respect of Loans or such reductionobligations, and the additional amounts required to compensate the Lender under this Section shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis. Each The Lender will shall furnish the Borrower with a certificate setting forth in reasonable detail the basis and amount of increased costs incurred or reduced amounts receivable as a result of any such event, and the statements set forth therein shall be conclusive, absent manifest error. The Lender shall notify Borrower the Borrower, as promptly as practicable after the Lender obtains knowledge of any Additional Costs or other sums payable pursuant to this Section and determines to request compensation therefor, of any event occurring after the date of this Agreement Closing Date which will entitle such the Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notificationSection. A certificate of such Lender claiming Any compensation under this Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed requested by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b)shall be due and payable to the Lender within five days of delivery of any such notice by the Lender to the Borrower. (c) The Lender agrees that it shall not request, as promptly as practicable after such and the Borrower shall not be obligated to pay, any sums payable pursuant to this Section unless similar additional costs and other sums payable are also generally assessed by the Lender obtains actual knowledge against other customers of the event; provided, no Lender shall be liable similarly situated where such customers are subject to documents providing for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willassessment.

Yield Protection. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of 34 41 reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION(but excluding consequences of such Lender's negligence or intentional disregard of law or regulation)) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, provided that no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon the Borrower of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, Notes or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations reimbursement obligations by an amount reasonably deemed by such Lender, Lender to be material, then, within five days after demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will (i) notify the Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, provided that no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willwill avoid the need for, or reduce the amount of, the compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender. A certificate of such Lender claiming compensation under this Section 2.13(b) setting forth in reasonable detail the computation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. If such Lender demands compensation under this Section 2.13(b), the Borrower may at any time, on at least five Business Days' prior notice to such Lender, (i) repay in full the then outstanding principal amount of LIBOR Advances of such Lender, together with accrued interest thereon, or (ii) 35 42 convert the LIBOR Advances to Base Rate Advances in accordance with the provisions of this Agreement; provided, however, that the Borrower shall be liable for the Consequential Loss arising pursuant to those actions. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation or administration of any Law shall make it unlawful, or any central bank or other Tribunal shall assert that it is unlawful, for a Lender to perform its obligations hereunder to make LIBOR Advances or to continue to fund or maintain LIBOR Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower, (i) each LIBOR Advance will automatically, upon such demand, convert into a Base Rate Advance, and (ii) the obligation of such Lender to make or to convert Advances into LIBOR Advances shall be suspended until such Lender notifies Administrative Agent and the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. (d) Upon the occurrence and during the continuance of any Default or Event of Default, (i) each LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of each Lender to make or to convert Advances into LIBOR Advances shall be suspended. (e) Failure on the part of any Lender to demand compensation for any increased costs, increased capital or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section 2.13 with respect to any period shall not constitute a waiver of any Lender's right to demand compensation with respect to such period or any other period, subject, however, to the limitations set forth in this Section 2.13. (f) The term "Lender" for purposes of this Section shall include the Administrative Agent and the Issuing Bank. The obligations of the Borrower under this Section 2.13 shall survive any termination of this Agreement.

Yield Protection. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has Without limiting the effect of reducing the other ---------------- provisions of this Section (but without duplication), the Borrower shall pay to the Lenders from time to time such amounts as the Lenders may determine are necessary to compensate it for any Additional Costs incurred by the Lenders. (b) Without limiting the effect of the other provisions of this Section (but without duplication), the Borrower shall pay to the Lenders from time to time on request such amounts as the Lenders may determine are necessary to compensate the Lenders for any costs attributable to the maintenance by the Lenders (or any Applicable Lending Office), pursuant to any Regulatory Change, of capital in respect of the Commitment, such compensation to include, without limitation, an amount equal to any reduction of the rate of return on such Lender's capital as a consequence assets or equity of its obligations hereunder the Lenders (or any Applicable Lending Office) to a level below that which such Lender the Lenders (or any Applicable Lending Office) could have achieved but for such adoptionRegulatory Change. (c) Without limiting the effect of the other provisions of this Section (but without duplication), change in the event that any Requirement of Law or Regulatory Change or the compliance by the Lenders therewith shall (taking into consideration i) impose, modify, or hold applicable any reserve, special deposit, or similar requirement against any Letter of Credit or obligation to issue Letters of Credit, or (ii) impose upon the Lenders any other condition regarding any Letter of Credit or obligation to issue Letters of Credit, and the result of any such Lender's policies event shall be to increase the cost to the Lenders of issuing or maintaining any Letter of Credit or obligation to issue Letters of Credit or any liability with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) payments by an the Lender under Letters of Credit, or to reduce any amount reasonably deemed by such Lender to be materialreceivable in connection therewith, then from time to time, within fifteen 15 days after of demand by such Lenderthe Lenders, the Borrower shall pay to the Lenders, from time to time as specified by the Lender, additional amounts which shall be sufficient to compensate the Lenders for such Lender increased cost or reduced amount receivable. (d) Without limiting the effect of the other provisions of this Section (but without duplication), the Borrower shall pay to the Lenders such additional amount or amounts as will adequately shall be sufficient in the reasonable opinion of the Lenders to compensate such Lender them for any loss, cost, or expense incurred by and as a result of: (i) any payment, prepayment, or conversion by the Borrower of a LIBO Rate Loan on a date other than the last day of an Interest Period for such reductionLoan; or (ii) any failure by the Borrower to borrow a LIBO Rate Loan from the Lender on the date for such borrowing specified in the relevant Borrowing Request; such compensation to include, without limitation, with respect to any LIBO Rate Loan, an amount equal to the excess, if any, of (A) the amount of interest which would have accrued on the principal amount so paid, prepaid, converted, or not borrowed for the period from the date of such payment, prepayment, conversion, or failure to borrow to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure to borrow) at the applicable rate of interest for such Loan provided for herein over (B) the interest component (as reasonably determined by the Lenders) of the amount (as reasonably determined by the Lenders) the Lenders would have bid in the London interbank market for Dollar deposits of amounts comparable to such principal amount and maturities comparable to such period; provided, however, that the Lenders shall be limited to recover their actual losses and not anticipated profits. (e) Determinations by the Lenders for purposes of this Section of the effect of any Regulatory Change on capital maintained, their costs or rate of return, maintaining Loans, issuing Letters of Credit, its obligation to make Loans and issue Letters of Credit, or on amounts receivable by it in respect of Loans, Letters of Credit, or such obligations, and the additional amounts required to compensate the Lenders under this Section shall be rebuttable presumptions of the additional amounts due, provided that such determinations are made on a reasonable basis. Each The Lenders shall furnish the Borrower with a certificate setting forth in reasonable detail the basis and amount of increased costs incurred or reduced amounts receivable as a result of any such event, and the statements set forth therein shall be rebuttable presumptions of the additional amounts due. The Lenders shall (i) notify the Borrower, as promptly as practicable after the Lender will notify Borrower obtains knowledge of any Additional Costs or other sums payable pursuant to this Section and determines to request compensation therefor, of any event occurring after the date of this Agreement Closing Date which will entitle such Lender the Lenders to compensation pursuant to this Section; provided that the Borrower shall not be obligated for the payment of any Additional Costs or other sums payable pursuant to this Section 2.13(aafter the earlier of (A) as promptly as practicable after the Final Maturity (provided that the Obligations have been paid in full) and (B) the expiration of the Commitment (provided that the Obligations have been paid in full) to the extent such Lender obtains actual knowledge Additional Costs or other sums accrued more than 90 days prior to the date upon which the Borrower was given such notice; and (ii) designate a different Applicable Lending Office for the Loans of the Lenders affected by such event if such designation will avoid the need for or reduce the amount of such event; providedcompensation and will not, no Lender in the sole opinion of the Lenders, be materially disadvantageous to the Lenders. If the Lenders request compensation from the Borrower under this Section, the Borrower may, by notice to the Lenders, require that the Loans by the Lenders of the type with respect to which such compensation is requested be converted into Floating Rate Loans in accordance with Section 2.11. Any compensation requested by the Lenders pursuant to this Section shall be liable for its failure or due and payable to the failure Lender within fifteen days of delivery of any such notice by the Lenders to the Borrower. (f) The Lenders agree that they shall not request, and the Borrower shall not be obligated to pay, any Additional Costs or other sums payable pursuant to this Section unless similar additional costs and other sums payable are also generally assessed by the Lenders against other customers of the Lenders similarly situated where such customers are subject to documents providing for such assessment. (g) Upon the receipt by the Borrower from any Lender to provide such notification. A certificate (an "Affected Bank") of such Lender claiming a claim for compensation under this Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance2.18, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will may (i) notify request the Affected Bank to use its best efforts to obtain a replacement bank or financial institution satisfactory to the Borrower to acquire and Administrative Agent assume all or a ratable part of any event occurring after the date all of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(bAffected Bank's Loans and Commitment (a "Replacement Bank"), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith request one or more of the other Lenders to acquire and reasonable efforts to assume all or part of such Affected Bank's Loans and Commitment; or (iii) designate a different Lending Office for LIBOR Advances Replacement Bank under clause (i) or (iii) shall be subject to the prior written consent of such Lender if the designation willAgent (which consent will not be unreasonably withheld).

Yield Protection. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION(but excluding consequences of such Lender's negligence or intentional disregard of law or regulation)) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, Borrower shall Company shall, subject to Section 9.8 hereof, pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify Borrower Company of any event occurring after the date of this Agreement which will entitle -41- such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest demonstrable error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower Company of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations reimbursement obligations by an amount deemed by such Lender, Lender to be material, then, within five days after demand by such Lender, Borrower shall Company shall, subject to Section 9.8 hereof, pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will will (i) notify Borrower Company and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willwill avoid the need for, or reduce the amount of, the compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender. A certificate of such Lender claiming compensation under this Section 2.13(b), setting forth in reasonable detail the computation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of demonstrable error. If such Lender demands compensation under this Section 2.13(b), Company may at any time, on at least five Business Days' prior notice to such Lender (i) repay in full the then outstanding principal amount of LIBOR Advances, of such Lender, together with accrued interest thereon, or (ii) convert the LIBOR Advances to Base Rate Advances in accordance with the provisions of this Agreement; provided, however, that Company shall be liable for the Consequential Loss arising pursuant to those actions. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation or administration of any Law shall make it unlawful, or any central bank or other Tribunal shall assert that it is unlawful, for a Lender to perform its obligations hereunder to make LIBOR Advances or to continue to fund or maintain LIBOR -42- Advances hereunder, then, on notice thereof and demand therefor by such Lender to Company, (i) each LIBOR Advance will automatically, upon such demand, convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Agent and Company that such Lender has determined that the circumstances causing such suspension no longer exist. (d) Upon the occurrence and during the continuance of any Default or Event of Default, (i) each LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of each Lender to make, or to convert Advances into, LIBOR Advances shall be suspended. (e) Failure on the part of any Lender to demand compensation for any increased costs, increased capital or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section 2.13 (collectively, "Increased Advance Costs") with respect to any period shall not constitute a waiver of any Lender's right to demand compensation with respect to such period or any other period, subject, however, to the limitations set forth in this Section 2.13. Notwithstanding the foregoing, any Lender's demand for Increased Advance Costs shall not include any Increased Advance Costs with respect to any period more than two years prior to the date that such Lender gives notice to Company of such Increased Advance Costs unless the effective date of the condition which results in the right to receive Increased Advance Costs is retroactive (the "Increased Advance Costs Retroactive Effective Date"). If any Increased Advance Costs has an Increased Advance Costs Retroactive Effective Date and any Lender demands compensation within two years after the date setting the Increased Advance Costs Retroactive Effective Date (the "Increased Advance Costs Set Date"), such Lender shall have the right to receive such Increased Advance Costs from the Increased Advance Costs Retroactive Effective Date. If a Lender does not demand such Increased Advance Costs within two years after the Increased Advance Costs Set Date, such Lender may not receive payment of Increased Advance Costs with respect to any period more than two years prior to such demand. (f) The obligations of Company under this Section 2.13 shall survive any termination of this Agreement, subject, however, to the limitations set forth in Section 2.13(e) above. (g) Determinations by Lenders for purposes of this Section 2.13 shall be conclusive, absent demonstrable error. Any certificate delivered to Company by a Lender pursuant to this Section 2.13 shall include in reasonable detail the basis for such Lender's demand for additional compensation and a certification that the claim for compensation is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender. (h) If any Lender notifies Administrative Agent that, in its reasonable determination, the LIBOR Rate for any Interest Period for any LIBOR Advances will not adequately reflect the cost to such Lender of making, funding or maintaining LIBOR Advances for such Interest Period, Administrative Agent shall promptly so notify Company, whereupon (i) each such LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, -43- convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Agent that such Lender has determined that the circumstances causing such suspension no longer exist and Administrative Agent notifies Company of such fact.

Yield Protection. (a) If In the event any Lender determines shall have determined that either (i) the adoption, adoption after the date hereof, hereof of any Applicable Lawlaw, treaty, governmental (or quasi-governmental) rule, regulation regulation, guideline or guideline order regarding capital adequacy and applicable to 47 commercial banks adequacy, reserve requirements or financial institutions generally similar requirements or compliance by such Lender or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any corporation controlling such Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy adequacy, reserve requirements or similar requirements (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) of from any such authority, central bank or comparable governmental agency has or body having jurisdiction does or shall have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender or any corporation controlling such Lender and thereby reducing the rate of return on such Lender's ’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which hereunder, then Borrower shall within fifteen (15) days after notice and demand from such Lender could have achieved but (together with the certificate referred to in the next sentence and with a copy to Agent) pay to Agent, for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by the account of such Lender, Borrower shall pay additional amounts sufficient to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each A certificate as to the amount of such cost and showing the basis of the computation of such cost submitted by such Lender will notify to Borrower of shall, absent manifest or demonstrable error, be final, conclusive and binding for all purposes. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any event 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 occurring after the date hereof for purposes of this Agreement which will entitle such Lender to compensation pursuant to (including without limitation for purposes of this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; providedsubsection 2.8, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail the calculation regardless of the additional amount date enacted, adopted or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(aissued). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation will

Yield Protection. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION(but excluding consequences of such Lender's negligence or intentional disregard of law or regulation)) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, Borrower shall Company shall, subject to SECTION 9.8 hereof, pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify Borrower Company of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section SECTION 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; providedPROVIDED, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section SECTION 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest demonstrable error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower Company of any such increased costs payable to such Lender under this Section SECTION 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any LenderLender or Issuing Bank, or imposes on any Lender or Issuing Bank any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance, a Letter of Credit, or its obligation to purchase a participation in a Letter of Credit; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations reimbursement obligations, or to increase the cost to Issuing Bank of issuing or maintaining any Letter of Credit or to any Lender of purchasing any participation therein by an amount deemed by such Lender, Lender to be material, thenTHEN, within five days after demand by such Lender, Borrower shall Company shall, subject to SECTION 9.8 hereof, pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender or Issuing Bank for such increased cost or reduction. Each Lender will and Issuing Bank will (i) notify Borrower Company and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender or Issuing Bank to compensation pursuant to this Section SECTION 2.13(b), as promptly as practicable after such Lender or Issuing Bank obtains actual knowledge of the event; providedPROVIDED, no Lender or Issuing Bank shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances or Letters of Credit of such Lender or Issuing Bank if the designation willwill avoid the need for, or reduce the amount of, the compensation and will not, in the sole opinion of such Lender or Issuing Bank, be disadvantageous to such Lender or Issuing Bank. A certificate of such Lender or Issuing Bank claiming compensation under this SECTION 2.13(b), setting forth in reasonable detail the computation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's or Issuing Bank's treatment of similar customers having similar provisions generally in their agreements with such Lender or Issuing Bank shall be conclusive in the absence of demonstrable error. If such Lender or Issuing Bank demands compensation under this SECTION 2.13(b), Company may at any time, on at least five Business Days' prior notice to such Lender (i) repay in full the then outstanding principal amount of LIBOR Advances, of such Lender, together with accrued interest thereon, or (ii) convert the LIBOR Advances to Base Rate Advances in accordance with the provisions of this Agreement; PROVIDED, HOWEVER, that Company shall be liable for the Consequential Loss arising pursuant to those actions. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation or administration of any Law shall make it unlawful, or any central bank or other Tribunal shall assert that it is unlawful, for a Lender to perform its obligations hereunder to make LIBOR Advances or to continue to fund or maintain LIBOR Advances hereunder, then, on notice thereof and demand therefor by such Lender to Company, (i) each LIBOR Advance will automatically, upon such demand, convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Agent and Company that such Lender has determined that the circumstances causing such suspension no longer exist. (d) Upon the occurrence and during the continuance of any Default or Event of Default, (i) each LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of each Lender to make, or to convert Advances into, LIBOR Advances shall be suspended. (e) Failure on the part of any Lender or Issuing Bank to demand compensation for any increased costs, increased capital or reduction in amounts received or receivable or reduction in return on capital pursuant to this SECTION 2.13 (collectively, "INCREASED COSTS") with respect to any period shall not constitute a waiver of any Lender's or Issuing Bank's right to demand compensation with respect to such period or any other period, subject, however, to the limitations set forth in this SECTION 2.13. Notwithstanding the foregoing, any Lender's or Issuing Bank's demand for Increased Costs shall not include any Increased Costs with respect to any period more than two years prior to the date that such Lender gives notice to Company of such Increased Costs unless the effective date of the condition which results in the right to receive Increased Costs is retroactive (the "INCREASED COSTS RETROACTIVE EFFECTIVE DATE"). If any Increased Costs has an Increased Costs Retroactive Effective Date and any Lender or Issuing Bank demands compensation within two years after the date setting the Increased Costs Retroactive Effective Date (the "INCREASED COSTS SET DATE"), such Lender shall have the right to receive such Increased Costs from the Increased Costs Retroactive Effective Date. If a Lender or Issuing Bank does not demand such Increased Costs within two years after the Increased Costs Set Date, such Lender or Issuing Bank may not receive payment of Increased Costs with respect to any period more than two years prior to such demand. (f) The obligations of Company under this SECTION 2.13 shall survive any termination of this Agreement, subject, however, to the limitations set forth in SECTION 2.13(e) above. (g) Determinations by Lenders and Issuing Bank for purposes of this SECTION 2.13 shall be conclusive, absent demonstrable error. Any certificate delivered to Company by a Lender or Issuing Bank pursuant to this SECTION 2.13 shall include in reasonable detail the basis for such Lender's or Issuing Bank's demand for additional compensation and a certification that the claim for compensation is consistent with such Lender's or Issuing Bank's treatment of similar customers having similar provisions generally in their agreements with such Lender or Issuing Bank. (h) If any Lender notifies Administrative Agent that, in its reasonable determination, the LIBOR Rate for any Interest Period for any LIBOR Advances will not adequately reflect the cost to such Lender of making, funding or maintaining LIBOR Advances for such Interest Period, Administrative Agent shall promptly so notify Company, whereupon (i) each such LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Agent that such Lender has determined that the circumstances causing such suspension no longer exist and Administrative Agent notifies Company of such fact.

Yield Protection. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S GROSS NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) WILLFUL MISCONDUCT by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify Borrower and Administrative Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willwill avoid the need for, or reduce the amount of, the compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender. A certificate of such Lender claiming compensation under this Section 2.13(b), setting forth in reasonable detail the computation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. If such Lender demands compensation under this Section 2.13(b), Borrower may at any time, on at least five Business Days' prior notice to such Lender (i) repay in full the then outstanding principal amount of LIBOR Advances, of such Lender, together with accrued interest thereon, or (ii) convert the LIBOR Advances to Base Rate Advances in accordance with the provisions of this Agreement; provided, however, that Borrower shall be liable for the Consequential Loss arising pursuant to those actions. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation or administration of any Law shall make it unlawful, or any central bank or other Tribunal shall assert that it is unlawful, for a Lender to perform its obligations hereunder, make LIBOR Advances or to continue to fund or maintain LIBOR Advances hereunder, then, on notice thereof and demand therefor by such Lender to Borrower, (i) each LIBOR Advance will automatically, upon such demand, convert into a Base Rate Advance, and (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Agent and Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. (d) Upon the occurrence and during the continuance of any Default or Event of Default, (i) each LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of each Lender to make, or to convert Advances into, LIBOR Advances shall be suspended. (e) Failure on the part of any Lender to demand compensation for any increased costs, increased capital or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section 2.13 with respect to any period shall not constitute a waiver of any Lender's right to demand compensation with respect to such period or any other period, subject, however, to the limitations set forth in this Section 2.13. (f) The obligations of Borrower under this Section 2.13 shall survive any termination of this Agreement. (g) Determinations by Lenders for purposes of this Section 2.13 shall be conclusive, absent manifest error. Any certificate delivered to Borrower by a Lender pursuant to this Section 2.13 shall include in reasonable detail the basis for such Lender's demand for additional compensation and a certification that the claim for compensation is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender. (h) If any Lender notifies Administrative Agent that the LIBOR Rate for any Interest Period for any LIBOR Advances will not adequately reflect the cost to such Lender of making, funding or maintaining LIBOR Advances for such Interest Period, Administrative Agent shall promptly so notify Borrower, whereupon (i) each such LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Agent that such Lender has determined that the circumstances causing such suspension no longer exist and Administrative Agent notifies Borrower of such fact.

Yield Protection. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a General Communication, Inc. - Form 8-K Page 77 consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION(but excluding consequences of such Lender's negligence or intentional disregard of law or regulation)) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, Borrower the Company shall pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify Borrower the Company of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower the Company of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations reimbursement obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, Borrower the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will will (i) notify Borrower the Company and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willwill avoid the need for, or reduce the amount of, the compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender. A certificate of such Lender claiming compensation under this Section 2.13(b), setting forth in reasonable detail the computation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. If such Lender demands compensation under this Section 2.13(b), the Company may at any time, on at least five Business Days' prior notice to such Lender (i) repay in full the then outstanding principal amount of LIBOR Advances, of such Lender, together with accrued interest thereon, or (ii) convert the LIBOR Advances to Base Rate Advances in accordance with the provisions of this Agreement; provided, however, that the Company shall be liable for the Consequential Loss arising pursuant to those actions. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation or administration of any Law shall make it unlawful, or any central bank or other Tribunal shall assert that it is unlawful, for a Lender to perform its obligations hereunder to issue or maintain Letters of Credit, make LIBOR Advances or to continue to fund or maintain LIBOR Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Company, (i) each LIBOR Advance will automatically, upon such demand, convert into a Base Rate Advance, (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Agent and the Company that such Lender has determined that the circumstances causing such suspension no longer exist and (iii) the obligation of such Lender to make or maintain Letters of Credit shall be suspended until such Lender notifies Administrative Agent and the Company that such Lender has determined that the circumstances causing such suspension no longer exist. (d) Upon the occurrence and during the continuance of any Default or Event of Default, (i) each LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of each Lender to make, or to convert Advances into, LIBOR Advances shall be suspended. (e) Failure on the part of any Lender to demand compensation for any increased costs, increased capital or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section 2.13 with respect to any period shall not constitute a waiver of any Lender's right to demand compensation with respect to such period or any other period, subject, however, to the limitations set forth in this Section 2.13. (f) The obligations of the Company under this Section 2.13 shall survive any termination of this Agreement. (g) Determinations by Lenders for purposes of this Section 2.13 shall be conclusive, absent manifest error. Any certificate delivered to the Company by a Lender pursuant to this Section 2.13 shall include in reasonable detail the basis for such Lender's demand for additional compensation and a certification that the claim for compensation is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender. (h) If any Lender notifies Administrative Agent that the LIBOR Rate for any Interest Period for any LIBOR Advances will not adequately reflect the cost to such Lender of making, funding or maintaining LIBOR Advances for such Interest Period, Administrative Agent shall promptly so notify the Company, whereupon (i) each such LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Agent that such Lender has determined that the circumstances causing such suspension no longer exist and Administrative Agent notifies the Company of such fact.

Yield Protection. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION(but excluding consequences of such Lender's negligence or intentional disregard of law or regulation)) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; providedPROVIDED, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon the Borrower of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations reimbursement obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will (i) notify the Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willwill avoid the need for, or reduce the amount of, the compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender. A certificate of such Lender claiming compensation under this Section 2.13(b), setting forth in reasonable detail the computation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. If such Lender demands compensation under this Section 2.13(b), the Borrower may at any time, on at least five Business Days' prior notice to such Lender (i) repay in full the then outstanding principal amount of LIBOR Advances, of such Lender, together with accrued interest thereon, or (ii) convert the LIBOR Advances to Base Rate Advances in accordance with the provisions of this Agreement; PROVIDED, HOWEVER, that the Borrower shall be liable for the Consequential Loss arising pursuant to those actions. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation or administration of any Law shall make it unlawful, or any central bank or other Tribunal shall assert that it is unlawful, for a Lender to perform its obligations hereunder to issue or maintain Letters of Credit, make LIBOR Advances or to continue to fund or maintain LIBOR Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower, (i) each LIBOR Advance will automatically, upon such demand, convert into a Base Rate Advance, (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Agent and the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist and (iii) the obligation of such Lender to make or maintain Letters of Credit shall be suspended until such Lender notifies Administrative Agent and the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. (d) Upon the occurrence and during the continuance of any Default or Event of Default, (i) each LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of each Lender to make, or to convert Advances into, LIBOR Advances shall be suspended. (e) Failure on the part of any Lender to demand compensation for any increased costs, increased capital or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section 2.13 with respect to any period shall not constitute a waiver of any Lender's right to demand compensation with respect to such period or any other period, subject, however, to the limitations set forth in this Section 2.13. (f) The obligations of the Borrower under this Section 2.13 shall survive any termination of this Agreement. (g) Determinations by Lenders for purposes of this Section 2.13 shall be conclusive, absent manifest error. Any certificate delivered to the Borrower by a Lender pursuant to this Section 2.13 shall include in reasonable detail the basis for such Lender's demand for additional compensation and a certification that the claim for compensation is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender. (h) If any Lender notifies Administrative Agent that the LIBOR Rate for any Interest Period for any LIBOR Advances will not adequately reflect the cost to such Lender of making, funding or maintaining LIBOR Advances for such Interest Period, Administrative Agent shall promptly so notify the Borrower, whereupon (i) each such LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Agent that such Lender has determined that the circumstances causing such suspension no longer exist and Administrative Agent notifies the Borrower of such fact.

Yield Protection. (a) If The Company shall pay directly to the Bank from time to time such amounts as the Bank may reasonably determine to be necessary to compensate it for any Lender costs which the Bank determines that either are attributable to its making or maintaining any Credit or its obligation to make any Credit hereunder, or any reduction in any amount receivable by the Bank hereunder in respect of any such Credit or obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the adoption, after the date hereof, basis of taxation of any amounts payable to the Bank under this Agreement or its Notes in respect of any such Credit (other than taxes imposed on or measured by the overall net income of the Bank or its Applicable LawCREDIT AGREEMENT Credit Office for any of such Credits by the jurisdiction in which such Applicable Credit Office is located); or (ii) imposes or modifies any reserve, rule, regulation special deposit or guideline regarding capital adequacy and applicable similar requirements relating to 47 commercial banks any extensions of credit or financial institutions generally or any change thereinother assets of, or any changedeposits with or other liabilities of, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereofBank, or any Commitment of the Bank available for the Company; or (iiiii) compliance by imposes any Lender other condition affecting this Agreement or any Note of the Bank (or Lending Office any of such extensions of credit or liabilities) or any LenderCommitment of the Bank available for the Company. (b) with Without limiting the effect of the foregoing provisions of this Section 5 (but without duplication), the Company shall pay to the Bank from time to time on request such amounts as the Bank may reasonably determine to be necessary to compensate the Bank for any costs which it determines are attributable to the maintenance by the Bank (or any Applicable Credit Office), pursuant to any law or regulation or any interpretation, directive or request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such court or governmental or monetary authority following any Regulatory Change, or pursuant to any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority, central bank or comparable agency has including any implementation at the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a Federal level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve Basle Accord (including, without limitation, any imposed by the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve SystemSystem (12 CFR Part 208, Appendix A; 00 XXX Xxxx 000, Xxxxxxxx X) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), special deposit or similar requirement against assets of, deposits with or of capital in respect of any Commitment of the Bank available for the amount of, or credit extended byCompany, any LenderLoan made by the Bank to the Company, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, Credit or its obligation to make a LIBOR Advance; and the result Standby Letter of any Credit issued for account of the foregoing is Company (such compensation to increase the cost to such Lender of making or maintaining its Letter of Creditinclude, LIBOR Advanceswithout limitation, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations by an amount deemed by such Lender, equal to be material, then, within five days after demand by such Lender, Borrower shall pay any reduction of the rate of return on assets or equity of the Bank (or any Applicable Credit Office) to such Lender such additional amount a level below that which the Bank (or amounts as will compensate such Lender any Applicable Credit Office) could have achieved but for such increased cost law, regulation, interpretation, directive or reduction. Each Lender willrequest). (ic) The Bank will notify Borrower and Administrative Agent the Company of any event occurring after the date of this Agreement that entitles such Lender will entitle the Bank to compensation under paragraph (a) or (b) of this Section 5 as promptly as practicable, but in any event within 45 days, after the Bank obtains actual knowledge thereof; provided, however, that if the Bank fails to give such notice within 45 days after it obtains actual knowledge of such an event, the Bank shall, with respect to compensation payable pursuant to this Section 2.13(b)5 in respect of any costs resulting from such event, as promptly as practicable only be entitled to payment under this Section 5 for costs incurred from and after the date 45 days prior to the date that the Bank does give such Lender obtains actual knowledge notice. The Bank will furnish to the Company a certificate setting forth the basis and amount of each request by the Bank for compensation under paragraph (a) or (b) of this Section 5. Determinations and allocations by the Bank for purposes of this Section 5 of the event; providedeffect of any Regulatory Change pursuant to this Section 5, no Lender or of the effect of capital CREDIT AGREEMENT maintained pursuant to the preceding paragraph, on its costs or rate of return of maintaining Credits or its obligation to make Credits, or on amounts receivable by it in respect of Credits, and of the amounts required to compensate the Bank under this Section 5, shall be liable for its failure or the failure of any other Lender to provide conclusive, provided that such notification determinations and (ii) use good faith and allocations are made on a reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willbasis.

Yield Protection. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the 100\269\91946 39 date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION(but excluding consequences of such Lender's negligence or intentional disregard of law or regulation)) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will adequately compensate such Lender for such reduction. Each Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon the Borrower of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations reimbursement obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will (i) notify the Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willwill avoid the need for, or reduce the amount of, the compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender. A certificate of such Lender claiming compensation under this Section 2.13(b), setting forth in reasonable detail the computation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. If such Lender demands 100\269\91946 40 compensation under this Section 2.13(b), the Borrower may at any time, on at least five Business Days' prior notice to such Lender (i) repay in full the then outstanding principal amount of LIBOR Advances, of such Lender, together with accrued interest thereon, or (ii) convert the LIBOR Advances to Base Rate Advances in accordance with the provisions of this Agreement; provided, however, that the Borrower shall be liable for the Consequential Loss arising pursuant to those actions. (c) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation or administration of any Law shall make it unlawful, or any central bank or other Tribunal shall assert that it is unlawful, for a Lender to perform its obligations hereunder to make LIBOR Advances or to continue to fund or maintain LIBOR Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower, (i) each LIBOR Advance will automatically, upon such demand, convert into a Base Rate Advance, and (ii) the obligation of such Lender to make, or to convert Advances into, LIBOR Advances shall be suspended until such Lender notifies Administrative Agent and the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist. (d) Upon the occurrence and during the continuance of any Default or Event of Default, (i) each LIBOR Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance and (ii) the obligation of each Lender to make, or to convert Advances into, LIBOR Advances shall be suspended. (e) Failure on the part of any Lender to demand compensation for any increased costs, increased capital or reduction in amounts received or receivable or reduction in return on capital pursuant to this Section 2.13 with respect to any period shall not constitute a waiver of any Lender's right to demand compensation with respect to such period or any other period, subject, however, to the limitations set forth in this Section 2.13. (f) The obligations of the Borrower under this Section 2.13 shall survive any termination of this Agreement.

Yield Protection. (a) If Without limiting the effect of the other provisions of this Section (but without duplication), the Borrower shall pay to the Agent and each Lender from time to time, within five (5) Business Days of receipt of the certificate provided for in Section 2.22(c), such amounts as the Agent or such Lender may reasonably determine are necessary to compensate it for any Additional Costs incurred by the Agent or such Lender. (b) Without limiting the effect of the other provisions of this Section (but without duplication), the Borrower shall pay to each Lender determines that either (i) from time to time, within five Business Days of receipt of the adoptioncertificate provided for in Section 2.22(e), after such amounts as such Lender may determine are necessary to compensate such Lender for any actual costs incurred by such Lender attributable to the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof maintenance by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any such Lender (or any Applicable Lending Office Office), pursuant to any Regulatory Change, of capital (other than the Reserve Requirement utilized in the determination of any LenderAdjusted LIBO Rate) with in respect of its Commitments, such compensation to include an amount equal to any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force reduction of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on assets or equity of such Lender's capital as a consequence of its obligations hereunder Lender (or any Applicable Lending Office) to a level below that which such Lender (or any Applicable Lending Office) could have achieved but for such adoptionRegulatory Change. (c) Without limiting the effect of the other provisions of this Sectio n (but without duplication), change in the event that any Regulatory Change or the compliance by the Agent or any Lender therewith shall (taking into consideration i) impose, modify, or hold applicable any reserve, special deposit, or similar requirement against any Letter of Credit or obligation to issue Letters of Credit, or (ii) impose upon the Agent or such Lender's policies Lender any other condition regarding any Letter of Credit or obligation to issue Letters of Credit, and the result of any such event shall be to increase the cost to the Agent or such Lender of issuing or maintaining any Letter of Credit or obligation to issue Letters of Credit or any liability with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) by an Letter of Credit Payments, or to reduce any amount reasonably deemed by such Lender to be materialreceivable in connection therewith, then from time to timethen, within fifteen days after demand by such Lenderfive Business Days of receipt of the certificate provided for in Section 2.22(e), the Borrower shall pay to the Agent or such Lender Lender, as the case may be, from time to time as specified by the Agent or such Lender, the additional amount amounts indicated in such certificate as sufficient to compensate the Agent or amounts as will adequately compensate such Lender for such reductionincreased cost or reduced amount receivable. (d) Without limiting the effect of the other provisions of this Section (but without duplication), the Borrower shall pay to the Agent and each Lender, within five Business Days of receipt of the certificate provided for in Section 2.22(e), such amounts as shall be indicated in such certificate as sufficient to compensate them for any loss, cost, or expense incurred by and as a result of (i) any payment, prepayment, or conversion by the Borrower of a LIBO Rate Loan on a date other than the last day of an Interest Period for such Loan; or (ii) any failure by the Borrower to borrow a LIBO Rate Loan or to convert a Base Rate Loan into a LIBO Rate Loan on the date for such borrowing or conversion specified in the relevant Borrowing Request or (iii) with respect to a LIBO Rate Loan, the replacement of a Lender pursuant to Section 2.25 other than on the last day of the Interest Period for such Loan. (e) Determinations by the Agent or any Lender for purposes of this Section of the effect of any Regulatory Change on capital maintained, its costs or rate of return, maintaining Loans, issuing Letters of Credit, its obligation to make Loans and issue Letters of Credit, or on amounts receivable by it in respect of Loans, Letters of Credit or such obligations, and the additional amounts required to compensate the Agent and such Lender under this Section shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis. Each The Agent or the relevant Lender will shall furnish the Borrower with a certificate setting forth in reasonable detail the basis and amount of increased costs incurred or reduced amounts receivable as a result of any such event, and the statements set forth therein shall be conclusive, absent manifest error. The Agent or the relevant Lender shall (i) notify Borrower the Borrower, as promptly as practicable after the Agent or such Lender obtains knowledge of any Additional Costs or other sums payable pursuant to this Section and determines to request compensation therefor, in respect of any event occurring after the date of this Agreement Closing Date which will entitle the Agent or such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such eventSection; provided, no Lender provided that the Borrower shall not be liable obligated for its failure or the failure payment of any Additional Costs or other Lender sums payable pursuant to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail to the calculation of the additional amount extent such Additional Costs or amounts other sums accrued more than 90 days prior to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve upon which the Borrower was given such notice; and (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or ii) designate a different Applicable Lending Office for the amount of, Loans affected by such event if such designation will avoid the need for or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received such compensation and will not, in the sole opinion of the Agent or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations by an amount deemed by such Lender, be disadvantageous to be material, then, within five days after demand by the Agent or such Lender, Borrower shall pay to such . Any compensation requested by the Agent or any Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, no Lender shall be liable for its failure or the failure due and payable within five Business Days of delivery of any other Lender such notice to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willBorrower.

Yield Protection. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies If with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATIONany Interest Period relating to any Tranche of any [**]: (1) the [**], each acting reasonably and in good faith, determine (which determination shall be binding and conclusive on all parties) that, by an amount reason of circumstances affecting the London interbank market, adequate and reasonable means do not exist for ascertaining the LIBOR rate for such period; or (2) any [**], acting reasonably deemed by such Lender to be materialand in good faith, then from time to time, within fifteen days after demand by such Lender, advises the Borrower shall pay and the Security Trustee that LIBOR as determined in accordance with the definition thereof will not adequately and fairly reflect the cost to such Lender such additional amount [**] of maintaining or amounts as will adequately compensate such Lender funding its [**] in line with prudent banking practice for such reduction. Each Lender will notify Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such eventInterest Period; provided, no Lender shall be liable for its failure or that such inadequacy is the failure result of any other Lender to provide such notification. A certificate circumstances affecting the relevant interbank market generally and is not directly and solely the result of a deterioration in the financial condition of such Lender claiming compensation under this Section 2.13(a[**], (each, a “Market Disruption Event”), setting forth in reasonable detail then so long as such circumstances shall continue, the calculation portion of the additional amount or amounts Loan that relates to be paid to it hereunder such [**] shall bear interest, for each Interest Period of the related Tranche 1 and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive Tranche 2 (A) in the absence case of manifest error. Each Lender shall use reasonable efforts a Floating Rate Loan, at the Market Disruption Cost of Funds applicable to mitigate the effect upon Borrower Type B Loan Participants, plus the Applicable Margin (applicable to [**] of any each Tranche) (the “Market Disruption Floating Interest Rate”) and (B) in the case of a Fixed Rate Loan, at the Fixed Rate applicable to each Tranche of the [**] plus an amount equal to the difference of (I) the Market Disruption Cost of Funds, minus (II) LIBOR for such increased costs payable to such Lender under this Section 2.13(aInterest Period (the “Market Disruption Fixed Interest Rate”). (bii) IfIf the provisions of this Section 3(j) are applicable, after then each affected [**] shall report, as provided in paragraph (iv) below, to the date hereofSecurity Trustee and the Borrower its cost of funding its share of the [**] for such Interest Period ), expressed as a percentage rate per annum, and, based on the report of each such [**] as to such cost of funds, the Security Trustee shall calculate the weighted average thereof. Promptly following the calculation of such weighted average, the Security Trustee shall advise the Borrower and the each of the affected Type B Loan Participants thereof (which weighted average shall be the “Market Disruption Cost of Funds”) and the Market Disruption Cost of Funds shall be applicable to each of the affected Type B Loan Participants. (iii) The report by any TribunalType B Loan Participant to the Security Trustee and the Borrower of its cost of funds for any Interest Period shall be conclusive, central bank absent manifest error, and shall constitute a certification by such Type B Loan Participant that the interest rate so provided is an accurate, fair and non-discriminatory calculation of its Treasury (or comparable) desk’s assessed funding costs for such period and that such Type B Loan Participant is, to the extent it is entitled to do so, generally charging its borrowers similarly situated with the Borrower such market disruption costs. (iv) If the provisions of this Section 3(j) are applicable, each affected Type B Loan Participant shall report to the Security Trustee and the Borrower its cost of funds for each affected Interest Period as soon as practicable and, in any event, prior to the first day of such Interest Period (or promptly thereafter under circumstances where such costs of funds are generally not available to lenders similarly situated to any affected Type B Loan Participant); provided that if any affected Type B Loan Participant is not able to obtain deposits in the London interbank (or other comparable authorityrelevant) market matching such Interest Period, at notice of its cost of funds rate shall be provided as follows: (i) prior to the first day of such Interest Period (or promptly thereafter under circumstances where such costs of funds are generally not available to lenders similarly situated to any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve Systemaffected Type B Loan Participant), special deposit or similar requirement against assets of, deposits with or for such Type B Loan Participant shall provide to the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; Security Trustee and the result Borrower an approximation of any of the foregoing is to increase the cost to such Lender Type B Loan Participant of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender funding for such increased cost or reduction. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the eventInterest Period; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts prior to designate a different Lending Office for LIBOR Advances the last day of such Lender Interest Period (or earlier, to the extent practicable if deposits of a duration longer than one day are obtained), such Type B Loan Participant shall provide to the designation willSecurity Trustee and the Borrower the actual cost to such Type B Loan Participant of such funding for such Interest Period. (v) Notwithstanding Section 2.04 of the Mortgage (or any other provision in the Operative Documents requiring that interest be paid on a pro rata basis), in respect of each Interest Period of the related Tranche with respect to which a Market Disruption Event shall be applicable, the Security Trustee shall pay to each affected Type B Loan Participant of such Tranche from the funds provided by the Borrower pursuant to the preceding clause (ii) interest on the portion of the Loan that relates to the Type B Loan Certificate of such Tranche held by such Type B Loan Participant at the Market Disruption Floating Interest Rate applicable to such Type B Loan Participant or the Market Disruption Fixed Interest Rate applicable to such Type B Loan Participant, as the case may be, provided in clause (i) above for such Type B Loan Participant. (vi) All amounts payable under this Section 3(j) shall be calculated on the basis of a year of 360 days and actual number of days elapsed. (vii) Upon any Type B Loan Participant affected by a Market Disruption Event confirming to the Security Trustee and the Borrower that the event(s) giving rise to such Market Disruption Event have ceased, the rate of interest applicable to such Type B Loan Participant’s Type B Loans will revert to such rate of interest immediately in effect prior to the occurrence of such Market Disruption Event.

Yield Protection. (i) If any repayment of principal of, or conversion of, any Fixed Rate Loan is made other than on the last day of an Interest Period therefor, as a result of a prepayment, payment or conversion, or an acceleration of the maturity of the Loan pursuant to Section 10, or for any other reason, or if the Borrower shall fail to borrow a Fixed Rate Loan after requesting one, then the Borrower shall, upon demand by the Agent pay to the Lenders any amounts required to compensate them for any additional losses, costs or expenses that they may reasonably incur as a result of such repayment, conversion or failure to borrow, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by a Lender to fund or maintain such Fixed Rate Loan. (ii) Subject to Section 3.3, if, due to either (a) If any Lender determines that either (i) the adoption, after the date hereof, introduction of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, in or any change, after the date hereof, in the interpretation or administration thereof by of any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, Governmental Rule or (iib) the compliance by any Lender (or Lending Office of any Lender) the Lenders with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy Governmental Rule (whether or not having the force of law) ), there is any increase in the cost to the Lenders of agreeing to make, making, funding or maintaining any such authority, central bank or comparable agency has the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) by an amount reasonably deemed by such Lender to be materialFixed Rate Loan, then the Borrower shall from time to time, within fifteen days after upon written demand by such Lenderthe Agent, Borrower shall pay to such Lender such the Agent additional amount or amounts as will adequately sufficient to compensate such Lender the Lenders for such reductionincreased cost. Each Lender will notify A certificate as to the amount of such increased cost, submitted to the Borrower by the Agent, shall be conclusive and binding for all purposes, absent manifest error. (iii) Subject to Section 3.3, notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any event occurring after Governmental Rule makes it unlawful, or any Governmental Person asserts that it is unlawful, for any Lender to perform its obligations hereunder to make Fixed Rate Loans or to continue to fund or maintain Fixed Rate Loans hereunder, then, on notice thereof and demand therefor by the date Agent to the Borrower, (a) the obligation of this Agreement which will entitle such Lender to compensation pursuant make Fixed Rate Loans and to this Section 2.13(aconvert Reference Rate Loans into Fixed Rate Loans shall terminate and (b) as promptly as practicable after such Lender obtains actual knowledge the Borrower shall forthwith prepay in full that portion of such event; provided, no Lender shall be liable for its failure or the failure of any other Lender to provide such notification. A certificate Fixed Rate Loans of such Lender claiming compensation under this then outstanding, together with interest accrued thereon, unless the Borrower, within five Business Days of such notice and demand, converts such portion of Fixed Rate Loans into Reference Rate Loans in accordance with Section 2.13(a), setting forth in reasonable detail the calculation of the additional amount or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(a)2.13. (biv) IfSubject to Section 3.3, after the date hereofif, with respect to any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR AdvanceFixed Rate Loan, the Notes, or its obligation to make a LIBOR Advance; and Agent notifies the result of any of Borrower that the foregoing is to increase Fixed Rate for such Loan will not adequately reflect the cost to one or more Lenders (as determined by such Lender Lender(s) in good faith on the basis of making market conditions then in effect) of making, funding or maintaining its Letter such Loan, then (a) such Loan will automatically, on the last day of Creditthe then existing Interest Period therefor, LIBOR Advancesconvert into a Reference Rate Loan and (b) the obligation of the affected Lender to make, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under the Notes or Reimbursement Obligations by an amount deemed by such Lender, to be material, then, within five days after demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b), as promptly as practicable after such Lender obtains actual knowledge of the event; provided, no Lender convert Reference Rate Loans into Fixed Rate Loans shall be liable for its failure or suspended until the failure of any other Lender to provide Agent notifies the Borrower that the circumstances causing such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willsuspension no longer exist.

Yield Protection. (a) If any Lender determines that either (i) the adoption, after the date hereof, of any Applicable Law, rule, regulation or guideline regarding capital adequacy and applicable to 47 commercial banks or financial institutions generally or any change therein, or any change, after the date hereof, in the interpretation or administration thereof by any Tribunal, central bank or comparable agency charged with the interpretation or administration thereof, or (ii) compliance by any Lender (or Lending Office of any Lender) with any request or directive made after the date hereof applicable to commercial banks or financial institutions generally regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency has Without limiting the effect of reducing the rate other provisions of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved this Section (but for such adoptionwithout duplication), change or compliance (taking into consideration such Lender's policies with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen days after demand by such Lender, the Borrower shall pay to the Lender from time to time such amounts as the Lender may determine are necessary to compensate it for any Additional Costs incurred by the Lender. (b) Without limiting the effect of the other provisions of this Section (but without duplication), the Borrower shall pay to the Lender such additional amount or amounts as will adequately shall be sufficient in the reasonable opinion of the Lender to compensate it for any loss, cost, or expense incurred by and as a result of: (i) any payment, prepayment, or conversion by the Borrower of a Fixed Rate Loan on a date other than the last day of an Interest Period for such Loan; or (ii) any failure by the Borrower to borrow a Fixed Rate Loan from the Lender on the date for such borrowing specified in the relevant Borrowing Request; such compensation to include, without limitation, with respect to any LIBO Rate Loan, an amount equal to the excess, if any, of (A) the amount of interest which would have accrued on the principal amount so paid, prepaid, converted, or not borrowed for the period from the date of such payment, prepayment, conversion, or failure to borrow to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, the Interest Period for such Loan which would have commenced on the date of such failure to borrow) at the applicable rate of interest for such Loan provided for herein over (B) the interest component (as reasonably determined by the Lender) of the amount (as reasonably determined by the Lender) the Lender would have bid in the London interbank market for Dollar deposits of amounts comparable to such principal amount and maturities comparable to such period. (c) Determinations by the Lender for purposes of this Section of its costs or rate of return, maintaining Loans, its obligation to make Loans, or on amounts receivable by it in respect of Loans, or such reductionobligations, and the additional amounts required to compensate the Lender under this Section shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis. Each The Lender will shall furnish the Borrower with a certificate setting forth in reasonable detail the basis and amount of increased costs incurred or reduced amounts receivable as a result of any such event, and the statements set forth therein shall be conclusive, absent manifest error. The Lender shall (i) notify Borrower the Borrower, as promptly as practicable after the Lender obtains knowledge of any Additional Costs or other sums payable pursuant to this Section and determines to request compensation therefor, of any event occurring after the date of this Agreement Closing Date which will entitle such the Lender to compensation pursuant to this Section 2.13(a) as promptly as practicable after such Lender obtains actual knowledge of such eventSection; provided, no Lender provided that the Borrower shall not be liable obligated for its failure or the failure payment of any Additional Costs or other Lender sums payable pursuant to provide such notification. A certificate of such Lender claiming compensation under this Section 2.13(a), setting forth in reasonable detail to the calculation extent such Additional Costs or other sums accrued more than 90 days prior to the date upon which the Borrower was given such notice; and (ii) designate a different Applicable Lending Office for the Loans of the additional amount Lender affected by such event if such designation will avoid the need for or amounts to be paid to it hereunder and certifying that such claim is consistent with such Lender's treatment of similar customers having similar provisions generally in their agreements with such Lender shall be conclusive in the absence of manifest error. Each Lender shall use reasonable efforts to mitigate the effect upon Borrower of any such increased costs payable to such Lender under this Section 2.13(a). (b) If, after the date hereof, any Tribunal, central bank or other comparable authority, at any time imposes, modifies or deems applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender, or imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any sum received or receivable by such compensation and will not, in the sole opinion of the Lender, be disadvantageous to the Lender. If the Lender requests compensation from the Borrower under this Agreement or under Section, the Notes or Reimbursement Obligations Borrower may, by an amount deemed by such notice to the Lender, require that the Loans by the Lender of the type with respect to which such compensation is requested be material, then, within five days after demand converted into Floating Rate Loans in accordance with Section . Any compensation requested by such Lender, Borrower shall pay to such the Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Each Lender will (i) notify Borrower and Administrative Agent of any event occurring after the date of this Agreement that entitles such Lender to compensation pursuant to this Section 2.13(b)shall be due and payable to the Lender within five days of delivery of any such notice by the Lender to the Borrower. (d) The Lender agrees that it shall not request, as promptly as practicable after such and the Borrower shall not be obligated to pay, any Additional Costs or other sums payable pursuant to this Section unless similar additional costs and other sums payable are also generally assessed by the Lender obtains actual knowledge against other customers of the event; provided, no Lender shall be liable similarly situated where such customers are subject to documents providing for its failure or the failure of any other Lender to provide such notification and (ii) use good faith and reasonable efforts to designate a different Lending Office for LIBOR Advances of such Lender if the designation willassessment.