Common use of Yield Protection Clause in Contracts

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

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

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

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

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

Yield Protection. If, on or after the date of this Agreement (or, in the case of any assignee, after the date it became a party to this Agreement), the adoption of any law (including any CPA Change) or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable banking address Lending Installation or the any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than Excluded Taxes) to any Lender or the LC Issuer regarding its Eurodollar Loans or participations in Eurodollar Advances, or (iia) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the LC Issuer any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiib) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in LCsLetters of Credit, or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or the LC Issuer any applicable Lending Installation in connection with its Eurodollar Loans, LCs Letters of Credit or participations therein, or requires any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, LCs Letters of Credit or participations therein held or interest or LC Fees received by it, in each case by an amount deemed material by such Lender or the such LC Issuer as the case may be be, and the result of any of the foregoing is to increase the cost to such Lender or the applicable Lending Installation or such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in LCs Letters of Credit or to reduce the return received by such Lender, the interbank eurocurrency deposit market Lender or the applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, LCs Letters of Credit or participations therein, then, within 15 30 days of written demand by the Administrative Agent such Lender or the such LC Issuer, as the case may be, the Borrowers will Borrower shall pay the Administrative Agent for the account of such Lender or the such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such LC Issuer, as the case may be, for such increased cost or reduction in amount received. Notwithstanding the foregoing, this Section 3.01 shall not apply to any tax-related matters.

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

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

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

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

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

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

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

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

Yield Protection. If, on or after the date of this Agreement (or, in the case of any assignee, after the date it became a party to this Agreement), the adoption of any law (including any CPA Change) or any governmental or quasi-quasi governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable banking address Lending Installation or the any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than Excluded Taxes) to any Lender or the LC Issuer regarding its Eurodollar Loans or participations in Eurodollar Advances, or (iia) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the LC Issuer any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiib) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in LCsLetters of Credit, or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or the LC Issuer any applicable Lending Installation in connection with its Eurodollar Loans, LCs Letters of Credit or participations therein, or requires any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, LCs Letters of Credit or participations therein held or interest or LC Fees received by it, in each case by an amount deemed material by such Lender or the such LC Issuer as the case may be be, and the result of any of the foregoing is to increase the cost to such Lender or the applicable Lending Installation or such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in LCs Letters of Credit or to reduce the return received by such Lender, the interbank eurocurrency deposit market Lender or the applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, LCs Letters of Credit or participations therein, then, within 15 30 days of written demand by the Administrative Agent such Lender or the such LC Issuer, as the case may be, the Borrowers will Borrower shall pay the Administrative Agent for the account of such Lender or the such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the such LC Issuer, as the case may be, for such increased cost or reduction in amount received. Notwithstanding the foregoing, this Section 3.01 shall not apply to any tax-related matters.

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

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

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

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

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

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

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

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable banking address or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (i) subjects the Administrative Agent, any Lender or the any applicable Lending Installation or any LC Issuer to any Taxestaxes, duties, levies, imposts, deductions, fees, assessments, charges or withholdings, and any and all liabilities with respect to the foregoing, on its loans, loan principal, letters of credit, commitments, or changes the basis of taxation of payments other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (A) Taxes, (B) Excluded Taxes or (C) Other Taxes) to any Lender or the LC Issuer regarding its Eurodollar Loans or participations in Eurodollar Advances), or (ii) imposes imposes, modifies or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurodollar LoansLoans or Commitments, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer in connection with its Eurodollar LoansLoans or Commitments, Facility LCs or participations therein, or requires any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar LoansLoans or Commitments, Facility LCs or participations participants therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the such LC Issuer as the case may be be, and the result of any of the foregoing is to increase the cost to the Administrative Agent, such Lender or the applicable Lending Installation or such LC Issuer, as the case may be, of making making, continuing, converting into or maintaining its Eurodollar Loans or Commitment Commitments or of issuing or participating in Facility LCs or to reduce the return received by the Administrative Agent, such Lender, the interbank eurocurrency deposit market Lender or the applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurodollar LoansLoans or Commitments, Commitment, Facility LCs or participations therein, then, within 15 fifteen (15) days of demand by the Administrative Agent Agent, such Lender, or LC Issuer the LC Issuer, as the case may beBorrowers shall pay, the Borrowers will pay the Administrative Agent for the account of Agent, such Lender or the LC Issuer, as the case may be, Issuer such additional amount or amounts as will compensate the Administrative Agent, such Lender or the such LC Issuer, as the case may be, for such increased cost or reduction in amount received; provided, that the Borrowers shall not be required to compensate a Lender or LC Issuer under this Section 3.1 for any increased costs or reductions incurred more than 90 days prior to the date that such Lender or LC Issuer notifies the Company in writing of such increased costs or reductions and of such Lender’s or LC Issuer’s intention to claim compensation therefor; provided, further, that if such adoption or such change giving rise to such increased costs or reduction is retroactive such 90-day period shall be extended to include the period of retroactive effect.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any change in law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender or applicable banking address or the LC L/C Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (ia) subjects any Lender or the LC L/C Issuer or any applicable Lending Installation to any Taxestax, duty, charge or withholding on or from payments due from the Borrower or TLGI or any other Person obligated hereunder to any Lender or the L/C Issuer (excluding taxation of the overall net income of any Lender or the L/C Issuer or any applicable Lending Installation or other taxes in lieu of such taxes imposed by the United States or any jurisdiction in which such Lender or the L/C Issuer has its principal office or applicable Lending Installation or is engaged in business), or changes the basis of taxation of payments (other than Excluded Taxes) to any Lender or the LC L/C Issuer regarding in respect of its Eurodollar Loans Facility A Revolving Loans, Facility B Revolving Loans, Swing Line Loans, Swing Line Interests, L/C Interests, L/C Obligations or participations in Eurodollar Advancesother amounts due it hereunder, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with with, or for the account of, or credit extended by, any Lender or the LC L/C Issuer or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Fixed Rate Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or the LC L/C Issuer or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans, loans or of issuing or participating in LCs, letters of credit or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or the LC L/C Issuer or any applicable Lending Installation in connection with its Eurodollar Loans, LCs loans or participations thereinletters of credit, or requires any Lender, the interbank eurocurrency deposit market Lender or the LC L/C Issuer or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loansloans or letters of credit held, LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be and the result of any of the foregoing is to increase the cost to such Lender or the LC L/C Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in LCs or to reduce the return received by such Lender, the interbank eurocurrency deposit market or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, LCs or participations therein, then, within 15 days of demand by the Administrative Agent or the LC Issuer, as the case may be, the Borrowers will pay the Administrative Agent for the account of such Lender or the LC L/C Issuer, as the case may be, such additional amount or amounts as will compensate Borrower shall pay such Lender or the LC Issuer, as the case may be, for L/C Issuer that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender or the L/C Issuer determines is attributable to making, funding and maintaining its Facility A Revolving Loans, Facility B Revolving Loans, Swing Line Loans, Swing Line Interests, L/C Interests, the Letters of Credit, the L/C Obligations and its Commitment (and in the case of the Swing Line Lender, its Swing Line Commitment, and in the case of the L/C Issuer, its commitment to issue Letters of Credit).

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

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

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

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental quasi‑governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable banking address or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (i) subjects any Lender or the LC Issuer any applicable Lending Installation to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(e)), or changes the basis of taxation of payments (other than Excluded Taxes) to any Lender or the LC Issuer regarding in respect of its Eurodollar Commitment, Loans or participations in Eurodollar Advancesother amounts due it hereunder, oror 46 67501104_3 (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the LC Issuer any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Rate Loans) with respect to its Commitment or Loans, or (iii) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or the LC Issuer any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans, Commitment or of issuing or participating in LCs, the Loans or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or the LC Issuer any applicable Lending Installation in connection with its Eurodollar Commitment or Loans, LCs or participations therein, or requires any Lender, the interbank eurocurrency deposit market Lender or the LC Issuer any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, LCs Commitment or participations therein held Loans or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be Lender; and the result of any of the foregoing is to increase the cost to such that Lender or the LC Issuerof making, as the case may be, of making renewing or maintaining its Eurodollar Loans or Commitment or of issuing or participating in LCs Loans or to reduce the return any amount received by such Lender, the interbank eurocurrency deposit market or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, LCs or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the Company or any other Borrower of written demand by the Administrative Agent or the LC Issuer, as the case may besuch Lender pursuant to Section 4.5, the Borrowers will Borrower shall pay the Administrative Agent for the account such Lender that portion of such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans and its Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable banking address or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (ia) subjects any Lender or the LC Issuer to any Taxesimposes, or changes the basis of taxation of payments (other than Excluded Taxes) to any Lender or the LC Issuer regarding its Eurodollar Loans or participations in Eurodollar Advances, or (ii) imposes or increases modifies or deems applicable any reserve, assessmentspecial deposit, compulsory loan, insurance charge, special deposit charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or the LC L/C Issuer; (b) subjects any Lender or the L/C Issuer to any Tax of any kind whatsoever (except for (i) Indemnified Taxes or Other Taxes covered by Section 3.05, (ii) Connection Income Taxes and (iii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iiic) imposes any other condition the result of which is to increase the cost to on any Lender, the interbank eurocurrency deposit market L/C Issuer or the LC Issuer of makingLondon interbank market any other condition, funding cost or maintaining its Eurodollar Loans, expense affecting this Agreement or of issuing or participating in LCs, or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market or the LC Issuer in connection with its Eurodollar Loans, LCs or participations therein, or requires any Lender, the interbank eurocurrency deposit market or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material Eurocurrency Loans made by such Lender or the LC Issuer as the case may be L/C Issuer; and the result of any of the foregoing is shall be to increase the cost to such Lender of making, continuing, converting to or maintaining any Eurocurrency Loans (or in the case of a Change in Law with respect to Taxes, any Revolving Loan) or of maintaining its obligation to make any such Revolving Loan or to increase the cost to such Lender or the LC IssuerL/C Issuer of participating in, as the case may be, of making issuing or maintaining its Eurodollar Loans or Commitment any Letter of Credit (or of issuing maintaining its obligation to participate in or participating in LCs to issue any Letter of Credit), or to reduce the return amount of any sum received or receivable by such LenderLender hereunder (whether of principal, the interbank eurocurrency deposit market interest or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, LCs or participations therein, any other amount) then, within 15 days of demand by the Administrative Agent or the LC Issuer, as the case may be, the Borrowers will pay the Administrative Agent for the account upon request of such Lender or the LC L/C Issuer, as WBA shall pay, or shall cause the case may beapplicable Borrower to pay, to such Lender or the L/C Issuer such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, L/C Issuer for such increased cost additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to seek compensation under this Section 3.01 based on the occurrence of a Change in amount receivedLaw arising solely from (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, unless such Lender is generally seeking compensation from other borrowers that are similarly situated to and of similar creditworthiness with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions similar to this Section 3.01.

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

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

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

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable Table of Contents agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable banking address Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer regarding in respect of its Eurodollar Loans Loans, Facility LCs or participations in Eurodollar Advancestherein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the LC Issuer any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender Lender, applicable Lending Installation or the LC Issuer as the case may be be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, the interbank eurocurrency deposit market Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 30 days of demand by the Administrative Agent such Lender or the LC Issuer, as the case may be, the Borrowers will Borrower shall pay the Administrative Agent for the account of such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received. Notwithstanding any of the foregoing, unless a Lender gives notice to the Borrower that it is obligated to pay an amount under this Section 3.1 within 270 days after the increased cost or reduced return giving rise to such a claim is incurred or suffered, then such Lender shall only be entitled to be compensated to the extent that such increased cost or reduced return is incurred or suffered within the 270-day period before such Lender gives such notice to the Borrower; provided that if the circumstances giving rise to such a claim have a retroactive effect, then such 270-day period shall be extended to include the period of such retroactive effect.

Yield Protection. If, on or after the date of this Agreement, the adoption of there occurs any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable banking address or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw which: (ia) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the LC Issuer Administrative Agent to any Taxes, or changes the basis of taxation of payments Taxes (other than with respect to Indemnified Taxes, Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes, and Other Connection Taxes that are imposed on or measured by net income (however denominated) to any Lender or the LC Issuer regarding that are franchise Taxes or branch profits Taxes) on its Eurodollar Loans loans, loan principal, letters of credit, commitments, or participations in Eurodollar Advancesother obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar SOFR Advances), or (iiic) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurodollar Loans, SOFR Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer in connection with its Eurodollar SOFR Loans, Facility LCs or participations therein, or requires any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar SOFR Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the such LC Issuer Issuer, as the case may be be, and the result of any of the foregoing is to increase the cost to such Lender or the LC Issuer, as the case may be, Person of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return amount received by such Lender, the interbank eurocurrency deposit market or the LC Issuer, as the case may be, Person in connection with such Eurodollar Loans, Loans or Commitment, Facility LCs or participations therein, then, within 15 thirty (30) days after receipt by the Borrower of written demand by the Administrative Agent or the LC Issuer, as the case may besuch Person in accordance with Section 3.6, the Borrowers will Borrower shall pay the Administrative Agent for the account of such Lender or the LC IssuerPerson, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, Person for such increased cost or reduction in amount received, as such Person reasonably determines (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of such Person under agreements having provisions similar to this Section 3.1 after consideration of such factors as such Person then reasonably determines to be relevant). Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 270 days prior to the date that such Person notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor in accordance herewith; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

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

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

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

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable banking address Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer regarding in respect of its Eurodollar Loans Loans, Facility LCs or participations in Eurodollar Advancestherein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending A&R CREDIT AGREEMENT 44 Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, the interbank eurocurrency deposit market Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 fifteen days of demand by the Administrative Agent such Lender or the LC Issuer, as the case may be, the Borrowers will shall pay the Administrative Agent for the account of such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable banking address Lending Installation or the any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or the any applicable Lending Installation or any LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the any LC Issuer regarding in respect of its Eurodollar Loans Revolving Loan Commitments, Loans, Facility LCs or participations in Eurodollar Advancestherein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances)) with respect to its Revolving Loan Commitment, Loans, Facility LCs or participations therein, or (iii) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Eurodollar LoansRevolving Loan Commitment, Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer in connection with its Eurodollar Loans, Revolving Loan Commitment or Loans or Facility LCs or (including participations therein), or requires any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Revolving Loan Commitment or Loans or Facility LCs or (including participations therein therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or the such LC Issuer Issuer, as the case may be applicable, (and such event being a “Change in Law”) and the result of any of the foregoing is to increase the cost to such Lender or the applicable Lending Installation or such LC Issuer, as the case may be, Issuer of making or maintaining its Eurodollar Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than euro into a Loan denominated in euro) or Revolving Loan Commitment or of issuing or participating in LCs Facility LCs, as applicable, or to reduce the return received by such Lender, the interbank eurocurrency deposit market Lender or the applicable Lending Installation or LC Issuer, as the case may be, Issuer in connection with such Eurodollar Loans, Commitment, Revolving Loan Commitment or Facility LCs or (including participations therein), then, within 15 days of demand demand, accompanied by the Administrative Agent written statement required by Section 3.6, by such Lender or the LC Issuer, as the case may be, the Borrowers will shall pay the Administrative Agent for the account of such Lender or the LC Issuer, as the case may be, Issuer such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, Issuer for such increased cost or reduction in amount received.

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable banking address Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer regarding in respect of its Eurodollar Loans Eurocurrency Loans, Facility LCs or participations in Eurodollar Advancestherein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer of maintaining its Commitment or making, funding or maintaining its Eurodollar LoansEurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to its Commitment or the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, the interbank eurocurrency deposit market Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar LoansEurocurrency Loan, or Commitment, Facility LCs or participations therein, then, within 15 30 days of demand by the Administrative Agent or the LC Issuer, as the case may be, the Borrowers will pay the Administrative Agent for the account of such Lender or the LC Issuer, as the case may be, the relevant Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer for such increased cost or reduction in amount received. (b) Non-U.S. Reserve Costs or Fees With Respect to Loans to Non-U.S. Borrowers. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive of any jurisdiction outside of the United States of America or any subdivision thereof (whether or not having the force of law) imposes or deems applicable any reserve requirement against or fee with respect to assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer, and the result of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer of making or maintaining its Eurocurrency Loans or of issuing or participating in Facility LCs to any Borrower that is not incorporated under the laws of the United States of America or a state thereof (each a "Non-U.S. Borrower") or its Commitment to any Non-U.S. Borrower or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer in connection with such Eurocurrency Loans, Facility LCs or participations therein to any Non-U.S. Borrower or Commitment to any Non-U.S. Borrower, then, within 30 days of demand by such Lender or the LC Issuer, such Non-U.S. Borrower shall pay such Lender or the LC Issuer such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received, provided that such Non-U.S. Borrower shall not be required to compensate any Lender or the LC Issuer for such non-U.S. reserve costs or fees to the extent that an amount equal to such reserve costs or fees is received by such Lender or LC Issuer as a result of the calculation of the interest rate applicable to Eurocurrency Advances pursuant to clause (i)(b) of the definition of "Eurocurrency Rate."

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

Yield Protection. If, on or after the date of this Agreement, If the adoption of or change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender or applicable banking address or therewith, including, without limitation, the LC Issuer with adoption after the Agreement Execution Date of any request rule, regulation, policy, guideline or directive promulgated under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (whether or not having the force of law) of any such authoritycollectively, central bank or comparable agency:“Change in Law”): (i) subjects any Lender or the LC Issuer any applicable Lending Installation to any Taxestax, duty, charge or withholding on or from payments due from Borrower (excluding federal and state taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of such taxation of payments (other than Excluded Taxes) to any Lender in respect of its Borrowings, its interest in the Facility Letters of Credit or the LC Issuer regarding its Eurodollar Loans or participations in Eurodollar Advancesother amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the LC Issuer any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesEurocurrency Borrowings), or (iii) imposes any other condition condition, and the result of which is to increase the cost to of any Lender, the interbank eurocurrency deposit market Lender or the LC Issuer any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in LCs, loans or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or the LC Issuer any applicable Lending Installation in connection with its Eurodollar Loans, LCs or participations thereinloans, or requires any Lender, the interbank eurocurrency deposit market Lender or the LC Issuer any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loansloans held, LCs Letters of Credit issued or participations therein held participated in or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be and the result Lender, then, within fifteen (15) days of any of the foregoing is to increase the cost to such Lender or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in LCs or to reduce the return received demand by such Lender, the interbank eurocurrency deposit market or the LC Issuer, as the case may be, in connection with Borrower shall pay such Eurodollar Loans, Commitment, LCs or participations therein, then, within 15 days of demand by the Administrative Agent or the LC Issuer, as the case may be, the Borrowers will pay the Administrative Agent for the account Lender that portion of such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Borrowings and its Commitment.

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

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Lender or applicable banking address Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) 3.1.1 subjects the Lender or any Lender applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any the Lender or the LC Issuer regarding in respect of its Eurodollar Loans Eurocurrency Loans, Facility LCs or participations in Eurodollar Advancestherein, or (ii) 3.1.2 imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any Lender applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), or (iii) 3.1.3 imposes any other condition the result of which is to increase the cost to the Lender or any Lender, the interbank eurocurrency deposit market applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar LoansEurocurrency Loans or Commitment (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than euro into a Loan denominated in euro), or of issuing or participating in Facility LCs, or reduces any amount receivable by the Lender or any Lender, the interbank eurocurrency deposit market applicable Lending Installation or the LC Issuer in connection with its Eurodollar LoansEurocurrency Loans or Commitment, Facility LCs or participations therein, or requires the Lender or any Lender, the interbank eurocurrency deposit market applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar LoansEurocurrency Loans or Commitment, Facility LCs or participations participants therein held or interest or of LC Fees received by it, by an amount deemed material by such the Lender or the LC Issuer Issuer, as the case may be be, and the result of any of the foregoing is to increase the cost to such the Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than euro into a Loan denominated in euro) or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, the interbank eurocurrency deposit market Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Eurocurrency Loans or Commitment, LCs or participations thereinFacility LCs, then, within 15 fifteen (15) days of demand by the Administrative Agent or the LC Issuer, as the case may beLender, the Borrowers will shall pay the Administrative Agent for the account of such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such the Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

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

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

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

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law Law or any governmental or quasi-governmental rule, regulation, policy, guideline policy or directive (whether or not having the force of lawLaw), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable banking address Lending Installation or the LC Issuer with any request or directive (whether or not having the force of lawLaw) of any such authority, central bank or comparable agency:agency (any such event, a “Change in Law”): (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer regarding in respect of its Eurodollar Loans Eurocurrency Loans, Facility LCs or participations in Eurodollar Advancestherein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer of maintaining its Commitment or making, funding or maintaining its Eurodollar LoansEurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to its Commitment or the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, the interbank eurocurrency deposit market Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar LoansEurocurrency Loan, or Commitment, Facility LCs or participations therein, then, within 15 30 days of demand by the Administrative Agent such Lender or the LC Issuer, as the case may be, the Borrowers will relevant Borrower shall pay the Administrative Agent for the account of such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, Issuer for such increased cost or reduction in amount received.

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

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

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

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable banking address Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer regarding in respect of its Eurodollar Loans Loans, Facility LCs or participations in Eurodollar Advancestherein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, the interbank eurocurrency deposit market Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by the Administrative Agent such Lender or the LC Issuer, as the case may be, the Borrowers will Borrower shall pay the Administrative Agent for the account of such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received, provided, however, that no Lender or LC Issuer shall be entitled to receive any such increased costs to the extent incurred more than 180 days prior to the date that such Lender or LC Issuer makes such a demand, provided, further, that if a change in law giving rise to such increased cost is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof.

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

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable banking address Lending Installation or the any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or the any applicable Lending Installation or any LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the any LC Issuer regarding in respect of its Eurodollar Loans Loans, Facility LCs or participations in Eurodollar Advancestherein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurodollar LoansLoans or Commitment, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer in connection with its Eurodollar LoansLoans or Commitment, Facility LCs or participations therein, or requires any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar LoansLoans or Commitment, Facility LCs or participations participants therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the such LC Issuer as the case may be be, and the result of any of the foregoing is to increase the cost to such Lender or the applicable Lending Installation or such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, the interbank eurocurrency deposit market Lender or the applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurodollar Loans, Loans or Commitment, Facility LCs or participations therein, then, within 15 fifteen (15) days of demand by the Administrative Agent or the LC Issuer, as the case may besuch Lender, the Borrowers will shall pay the Administrative Agent for the account of such Lender or the LC Issuer, as the case may be, Issuer such additional amount or amounts as will compensate such Lender or the such LC Issuer, as the case may be, for such increased cost or reduction in amount received; provided, that the Borrowers shall not be required to compensate a Lender or LC Issuer under this Section for any increased costs or reductions incurred more than 90 days prior to the date that such Lender or LC Issuer notifies the Company in writing of such increased costs or reductions and of such Lender’s or LC Issuer’s intention to claim compensation therefor; provided, further, that if such adoption or such change giving rise to such increased costs or reduction is retroactive such 90-day period shall be extended to include the period of retroactive effect.

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

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

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

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

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

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

Yield Protection. If, on On or after the date of this Agreementhereof, if the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change after the date hereof in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or after the date hereof compliance by any Lender or applicable banking address Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer regarding in respect of its Eurodollar Loans Loans, Facility LCs or participations in Eurodollar Advancestherein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in LCs, Facility LCs or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer Issuer, as the case may be be; and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment Commitment, or of issuing or participating in Facility LCs or to reduce the return received by such Lender, the interbank eurocurrency deposit market Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days (5) five Business Days of demand by the Administrative Agent such Lender or the LC Issuer, as the case may be, the Borrowers will Borrower shall pay the Administrative Agent for the account of such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received. A certificate of the Lender (i) stating that the compensation sought to be recovered hereunder is generally being charged to other customers of such Lender and (ii) setting forth in reasonable detail such amount or amounts as shall be necessary to compensate to such Letter for any of the foregoing, shall be conclusive absent manifest error. The Borrower shall not be obligated to pay reimbursement compensation to any Lender for additional costs under this Section 3.01 incurred or accrued more than two hundred seventy (270) days prior to the date that such Lender or the Agent notifies the Borrower thereof.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable banking address Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer regarding in respect of its Eurodollar Loans Loans, Facility LCs or participations in Eurodollar Advancestherein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, the interbank eurocurrency deposit market Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Commitment or Facility LCs or participations therein, then, if such Lender, applicable Lending Institution or the LC Issuer makes demand on the Borrower within 15 180 days of such occurrence, within 30 days of demand by the Administrative Agent such Lender or the LC Issuer, as the case may be, the Borrowers will Borrower shall pay the Administrative Agent for the account of such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received, but without duplication, including by reason of the provisions of any other Section of this Article III.

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

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable banking address or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (i) subjects the Administrative Agent, any Lender or the any applicable Lending Installation or any LC Issuer to any Taxestaxes, duties, levies, imposts, deductions, fees, assessments, charges or changes withholdings, and any and all liabilities with respect to the basis of taxation of payments foregoing (other than (A) Taxes imposed on amounts payable hereunder, (B) Excluded Taxes or (C) Other Taxes) to any Lender on its loans, loan principal, letters of credit, commitments, or the LC Issuer regarding other obligations, or its Eurodollar Loans deposits, reserves, other liabilities or participations in Eurodollar Advancescapital attributable thereto, or (ii) imposes or increases or deems applicable any reserve, compulsory loan, assessment, insurance charge, special deposit deposit, capital adequacy, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurodollar LoansLoans or Commitment, or of issuing or of participating in Facility LCs, or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer in connection with its Eurodollar LoansLoans or Commitment, Facility LCs or participations therein, or requires any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar LoansLoans or Commitment, Facility LCs or participations participants therein held or interest or of LC Fees received by it, by an amount deemed material by such Lender or the such LC Issuer as the case may be be, and the result of any of the foregoing is to increase the cost to the Administrative Agent, such Lender or the applicable Lending Installation or such LC Issuer, as the case may be, of making making, continuing, converting into or maintaining its Eurodollar Loans or Loans, Commitment or of issuing or participating in Facility LCs or to reduce the return received by the Administrative Agent, such Lender, the interbank eurocurrency deposit market Lender or the applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 fifteen (15) days of demand by the Administrative Agent Agent, such Lender or the such LC Issuer, as the case may be, the Borrowers will Borrower shall pay the Administrative Agent for the account of Agent, such Lender or the such LC Issuer, as the case may be, Issuer such additional amount or amounts as will compensate such Lender or the such LC Issuer, as the case may be, for such increased cost or reduction in amount received.

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

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable banking address Lending Office or the any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or the any applicable Lending Office or any LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the any LC Issuer regarding in respect of its Eurodollar Loans LIBOR Loans, Facility LC's or participations in Eurodollar Advancestherein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the any applicable Lending Office or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar LIBOR Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Office or any LC Issuer of making, funding or maintaining its Eurodollar Commitment or LIBOR Loans, or of issuing or participating in LCsFacility LC's, or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Office or any LC Issuer in connection with its Eurodollar Commitment or LIBOR Loans, LCs Facility LC's or participations therein, or requires any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Office or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Commitment or LIBOR Loans, LCs Facility LC's or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the any LC Issuer Issuer, as the case may be be, and the result of any of the foregoing is to increase the cost to such Lender or the applicable Lending Office or such LC Issuer, as the case may be, Issuer of making or maintaining its Eurodollar LIBOR Loans or Commitment or of issuing or participating in LCs Facility LC's or to reduce the return received by such Lender, the interbank eurocurrency deposit market Lender or the applicable Lending Office or such LC Issuer, as the case may be, in connection with such Eurodollar Loans, LIBOR Loans or Commitment, LCs or participations therein, then, within 15 fifteen (15) days of demand by the Administrative Agent such Lender or the such LC Issuer, as the case may be, the Borrowers will Borrower shall pay the Administrative Agent for the account of such Lender or the such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received, provided however, such Lender or LC Issuer shall only be entitled to receive compensation from the Borrower for such increased costs for a period of 90 days prior to the date such Lender or LC Issuer made a demand for payment of such increased costs plus such increased costs that accrue after the date of such demand by such Lender or LC Issuer, except that with respect to any retroactive change in any law, rule, regulation, policy, guideline or directive giving rise to increased costs to any such Lender or LC Issuer, the Borrower shall pay such Lender or LC Issuer, as the case may be, such additional amount or SIDLEY ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP amounts as will compensate such Lender or LC Issuer for such increased cost or reduction in amount received for the period from and including the effective date of such retroactive change.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable banking address Lending Installation or the any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or the any applicable Lending Installation or any LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the any LC Issuer regarding in respect of its Eurodollar Loans Loans, Facility LCs or participations in Eurodollar Advancestherein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurodollar LoansLoans or Commitment, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer in connection with its Eurodollar LoansLoans or Commitment, Facility LCs or participations therein, or requires any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar LoansLoans or Commitment, Facility LCs or participations participants therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the such LC Issuer as the case may be be, and the result of any of the foregoing is to increase the cost to such Lender or the applicable Lending Installation or such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, the interbank eurocurrency deposit market Lender or the applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurodollar Loans, Loans or Commitment, Facility LCs or participations therein, then, within 15 fifteen (15) days of demand by the Administrative Agent or the LC Issuer, as the case may besuch Lender, the Borrowers will shall pay the Administrative Agent for the account of such Lender or the LC Issuer, as the case may be, Issuer such additional amount or amounts as will compensate such Lender or the such LC Issuer, as the case may be, for such increased cost or reduction in amount received; provided, that the Borrowers shall not be required to compensate a Lender or LC Issuer under this Section for any increased costs or reductions incurred more than 90 days prior to the date that such Lender or LC Issuer notifies the Company in writing of such increased costs or reductions and of such Lender's or LC Issuer's intention to claim compensation therefor; provided, further, that if such adoption or such change giving rise to such increased costs or reduction is retroactive such 90-day period shall be extended to include the period of retroactive effect.

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

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

Yield Protection. (a) If, on or after the date of this Agreement, (x) the adoption of or any change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or (y) any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or (z) compliance by any Lender or applicable banking address or the LC Issuer Lending Installation with any request or directive (whether or not having the force of law) issued on or after the date hereof of any such authority, central bank or comparable agency: (i) subjects any Lender or the LC Issuer any applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer regarding in respect of its Eurodollar Loans or Letters of Credit or participations in Eurodollar Advancestherein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the LC Issuer any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or the LC Issuer any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans, Loans or of issuing or participating in LCs, Letters of Credit or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or the LC Issuer any applicable Lending Installation in connection with its Eurodollar Loans, LCs Loans or its issuance of or participations thereinin Letters of Credit, or requires any Lender, the interbank eurocurrency deposit market Lender or the LC Issuer any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, LCs or participations therein Loans held or interest received, or LC Fees received Letters of Credit issued or participated in, by it, by an amount deemed material by such Lender or the LC Issuer as the case may be Lender, and the result of any of the foregoing is to increase the cost to such Lender or the LC Issuer, as the case may be, applicable Lending Installation of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in LCs Letters or Credit or to reduce the return received by such Lender, the interbank eurocurrency deposit market Lender or the LC Issuer, as the case may be, applicable Lending Installation in connection with such Eurodollar Loans, Commitment, LCs such Commitment or participations thereinthe Letters of Credit, then, within 15 days of demand by the Administrative Agent or the LC Issuer, as the case may besuch Lender, the Borrowers will Borrower shall pay the Administrative Agent for the account of such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received. A Lender shall not be entitled to demand compensation or be compensated hereunder to the extent that such compensation relates to any period of time more than 60 days prior to the date upon which such Lender first notified the Borrower of the occurrence of the event entitling such Lender to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the retroactive application of any event so notified to the Borrower). (b) Without limiting subsection (a) above, any Lender may require the Borrower to pay, contemporaneously with each payment of interest on any Eurodollar Loan of such Lender, additional interest on such Eurodollar Loan at a rate per annum determined by such Lender up to but not exceeding the excess of (i) (A) the applicable Eurodollar Base Rate divided by (B) one minus the Reserve Requirement over (ii) the applicable Eurodollar Base Rate. Any Lender wishing to require payment of such additional interest (x) shall so notify the Borrower and the Administrative Agent, in which case such additional interest on the Eurodollar Loans of such Lender shall be payable to such Lender at the place indicated in such notice with respect to each Interest Period commencing at least three Business Days after the giving of such notice and (y) shall notify the Borrower at least five Business Days prior to each date on which interest is payable on any Eurodollar Loan of the amount then due it under this Section 3.1.

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

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

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

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

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

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

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

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

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

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

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

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

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

Yield Protection. If, on or If after the date of this Agreement, the adoption of Agreement any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender or applicable banking address or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (i) subjects any Lender or the LC Issuer any applicable Lending Installation to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than Excluded Taxes) to any Lender or the LC Issuer regarding in respect of its Eurodollar Loans or participations its participation in Eurodollar AdvancesFacility Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the LC Issuer any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or the LC Issuer any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans, loans or of issuing or participating in LCs, Letters of Credit or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or the LC Issuer any applicable Lending Installation in connection with its Eurodollar Loans, LCs loans or participations thereinLetters of Credit, or requires any Lender, the interbank eurocurrency deposit market Lender or the LC Issuer any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loansloans held, LCs Letters of Credit issued or participations therein held participated in, or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be and the result Lender, then, within 30 days of any of the foregoing is to increase the cost to such Lender or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in LCs or to reduce the return received demand by such Lender, the interbank eurocurrency deposit market or the LC Issuer, as the case may be, in connection with Borrower shall pay such Eurodollar Loans, Commitment, LCs or participations therein, then, within 15 days of demand by the Administrative Agent or the LC Issuer, as the case may be, the Borrowers will pay the Administrative Agent for the account Lender that portion of such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, its participation in Facility Letters of Credit, and its Commitment. No Lender shall be entitled to demand compensation or be compensated under this Section 3.1 to the extent that such compensation relates to any period of time more than 60 days prior to the date upon which such Lender first notified the Borrower of the occurrence of the event entitling such Lender to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the application of any event so notified to the Borrower that by its terms is retroactive).

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

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

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

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable banking address Lending Office or the any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or the any applicable Lending Office or any LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the any LC Issuer regarding in respect of its Eurodollar Loans LIBOR Loans, Facility LC's or participations in Eurodollar Advancestherein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the any applicable Lending Office or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar LIBOR Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Office or any LC Issuer of making, funding or maintaining its Eurodollar Commitment or LIBOR Loans, or of issuing or participating in LCsFacility LC's, or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Office or any LC Issuer in connection with its Eurodollar Commitment or LEBOR Loans, LCs Facility LC's or participations therein, or requires any Lender, the interbank eurocurrency deposit market Lender or the any applicable Lending Office or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Commitment or LIBOR Loans, LCs Facility LC's or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the any LC Issuer Issuer, as the case may be be, and the result of any of the foregoing is to increase the cost to such Lender or the applicable Lending Office or such LC Issuer, as the case may be, Issuer of making or maintaining its Eurodollar LIBOR Loans or Commitment or of issuing or participating in LCs Facility LC's or to reduce the return received by such Lender, the interbank eurocurrency deposit market Lender or the applicable Lending Office or such LC Issuer, as the case may be, in connection with such Eurodollar Loans, LIBOR Loans or Commitment, LCs or participations therein, then, within 15 fifteen (15) days of demand by the Administrative Agent such Lender or the such LC Issuer, as the case may be, the Borrowers will Borrower shall pay the Administrative Agent for the account of such Lender or the such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received, provided however, such Lender or LC Issuer shall only be entitled to receive compensation from the Borrower for such increased costs for a period of 90 days prior to the date such Lender or LC Issuer made a demand for payment of such increased costs plus such increased costs that accrue after the date of such demand by such Lender or LC Issuer, except that with respect to any retroactive change in any law, rule, regulation, policy, SIDLEY AUSTIN BROWN & WOOD gui▇▇▇▇▇▇ ▇▇ ▇▇rec▇▇▇▇ giving rise to increased costs to any such Lender or LC Issuer, the Borrower shall pay such Lender or LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or LC Issuer for such increased cost or reduction in amount received for the period from and including the effective date of such retroactive change.

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

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

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

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

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

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

Yield Protection. If, on On or after the date of this Agreementhereof, if the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change after the date hereof in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or after the date hereof compliance by any Lender or applicable banking address Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer regarding in respect of its Eurodollar Loans Loans, Facility LCs or participations in Eurodollar Advancestherein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in LCs, Facility LCs or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer Issuer, as the case may be be; and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment Commitment, or of issuing or participating in Facility LCs or to reduce the return received by such Lender, the interbank eurocurrency deposit market Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days five (5) Business Days of demand by the Administrative Agent such Lender or the LC Issuer, as the case may be, the Borrowers will Borrower shall pay the Administrative Agent for the account of such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received. A certificate of the Lender (i) stating that the compensation sought to be recovered hereunder is generally being charged to other customers of such Lender and (ii) setting forth in reasonable detail such amount or amounts as shall be necessary to compensate to such Letter for any of the foregoing, shall be conclusive absent manifest error. The Borrower shall not be obligated to pay reimbursement compensation to any Lender for additional costs under this Section 3.01 incurred or accrued more than two hundred seventy (270) days prior to the date that such Lender or the Agent notifies the Borrower thereof.

Yield Protection. If, on or after the date of this Agreement, the ---------------- adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable banking address Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i1) subjects any Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer regarding in respect of its Eurodollar Loans Fixed Rate Loans, Facility LCs or participations in Eurodollar Advancestherein, or (ii2) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the LC Issuer or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii3) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, Fixed Rate Loans or of issuing or participating in LCs, Facility LCs or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Fixed Rate Loans, Facility LCs or participations therein, or requires any Lender, the interbank eurocurrency deposit market Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Fixed Rate Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer Issuer, as the case may be be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Fixed Rate Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, the interbank eurocurrency deposit market Lender or the LC Issuer, as the case may be, applicable Lending Installation in connection with such Eurodollar Fixed Rate Loans, Commitment, Facility LCs or participations therein, therein then, within 15 days of demand by the Administrative Agent or the LC Issuer, as the case may be, the Borrowers will pay the Administrative Agent for the account of such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. IfIf any Change: (A) subjects the Agent, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or any applicable banking address or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or the LC Issuer Lending Installation to any Taxestaxes, duties, levies, imposts, deductions, charges, fees, assessments or changes the basis of taxation of payments withholdings, and any liability with respect thereto (other than Excluded (A) Taxes, (B) amounts excluded from Taxes pursuant to Section 2.15(E)(i) and (C) Other Taxes) to any Lender on its loans, loan principal, letters of credit, commitments, or the LC Issuer regarding other obligations, or its Eurodollar Loans deposits, reserves, other liabilities or participations in Eurodollar Advancescapital attributable thereto, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the LC Issuer any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Eurocurrency Rate Loans) with respect to its Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market Lender or the LC Issuer any applicable Lending Installation of making, funding or maintaining its Eurodollar the Loans, the L/C Interests or the Letters of issuing or participating in LCs, Credit or reduces any amount receivable received by any Lender, the interbank eurocurrency deposit market Lender or the LC Issuer any applicable Lending Installation in connection with its Eurodollar Loans, LCs Loans or participations thereinLetters of Credit, or requires any Lender, the interbank eurocurrency deposit market Lender or the LC Issuer any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, LCs Loans or participations therein L/C Interests held or interest or LC Fees received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or the LC Issuer as the case may be Lender; and the result of any of the foregoing is to increase the cost to such Lender or the LC Issuerthat Person of making, as the case may be, of making renewing or maintaining its Eurodollar Loans Loans, L/C Interests, or Commitment or Letters of issuing or participating in LCs Credit or to reduce the return any amount received by such Lender, the interbank eurocurrency deposit market or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, LCs or participations thereinunder this Agreement, then, within 15 fifteen (15) days after receipt by the applicable Borrower of written demand by the Administrative Agent or the LC Issuer, as the case may besuch Person pursuant to Section 4.5, the Borrowers will applicable Borrower shall pay the Administrative Agent for the account such Person that portion of such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost expense incurred or reduction in an amount receivedreceived which such Person determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

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

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