Common use of Yield Protection Clause in Contracts

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

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 the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:Issuer therewith, (ai) subjects any Lender or Issuer or any applicable Lending Installation or the Issuing Bank Office to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank Issuer in respect of its LIBOR Loans, Loans or Facility Letters of Credit or participations thereinother amounts due it hereunder, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuer or any applicable Lending Installation or the Issuing Bank Office (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR AdvancesLoans), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Installation or the Issuing Bank Office of making, funding or maintaining its LIBOR Loans, loans or of issuing or participating in Facility Letters letters of Credit, credit or reduces any amount receivable by any Lender or Issuer or any applicable Lending Installation or the Issuing Bank Office in connection with its LIBOR Loans, Facility Letters of Credit or participations thereinloans, or requires any Lender or Issuer or any applicable Lending Installation or the Issuing Bank Office to make any payment calculated by reference to the amount of LIBOR Loansloans held, Facility Letters letters of Credit or participations therein held credit issued or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, and the result of any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinIssuer, then, within 15 fifteen (15) days after of demand by such Lender or the Issuing Bank, as the case may beIssuer, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, Issuer that portion of such additional increased expense incurred or reduction in an amount or amounts as will compensate received which such Lender or the Issuing BankIssuer reasonably determines is attributable to making, as the case may be, for such increased cost funding and maintaining its Loans and its Commitment and issuing or reduction participating in amount receivedLetters 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 the LC Issuer or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit or participations therein, or (bii) 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 Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by such Lender Lender, or the Issuing Bank LC Issuer, as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Commitment Commitment, or of issuing or participating in Facility Letters of Credit Credit, or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Facility Commitment or Letters of Credit or participations therein, then, within 15 days after of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer, as the case may be, for such increased cost or reduction in amount received.

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

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

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank 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: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank 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 any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 Issuing Bank any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurocurrency Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer of making, funding or maintaining its LIBOR LoansEurocurrency Loans or Commitment, or of issuing or participating in Facility Letters LCs, (including, without limitation, any conversion of Creditany Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer in connection with its LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein held or interest or LC LCs Fees received by it, by an amount deemed material by such Lender or the Issuing Bank such LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Banksuch LC Issuer, as the case may be, of making or maintaining its LIBOR 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 Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Banksuch LC Issuer, as the case may be, in connection with such LIBOR Eurocurrency Loans, Commitment, Facility Letters of Credit Fees or participations therein, then, within 15 days after of demand by such Lender or the Issuing Banksuch LC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender or the Issuing Banksuch LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Banksuch LC Issuer, as the case may be, for such the actual increased cost or reduction in amount received.

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

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

Yield Protection. IfIf (i) any change in any law, governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) in effect on the Agreement Execution Date, or after a change in any interpretation thereof, or the date of this Agreementcompliance by any Lender therewith, or (ii) the adoption enactment following the Agreement Execution Date of any law or any new law, 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 any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authoritytherewith, central bank or comparable agencyresults in: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank being subjected to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit Loans or participations thereinother amounts due it hereunder being changed, or (bii) 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 Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Fixed Rate Advances)) being imposed, increased or deemed applicable, or (ciii) imposes any other condition being imposed the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, loans or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations thereinloans, or requires any Lender or any applicable Lending Installation or the Issuing Bank being required to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein loans held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, and the result of any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinLender, then, within 15 30 days after of demand by such Lender or the Issuing Bank, as the case may beLender, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender in good faith 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 Law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of lawLaw), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of lawLaw) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Loans, Eurodollar Loans or Facility Letters of Credit LCs or participations therein, or (bii) 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 Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Loans, Eurodollar Loans or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Loans, Eurodollar Loans or Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein Eurodollar Loans held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer, as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs, or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Loans, Commitment, Eurodollar Loans or Commitment or Facility Letters of Credit LCs or participations therein, then, within 15 days after of demand by such Lender or the Issuing Bank, as the case may beLC Issuer, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, LC Issuer such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, LC 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 Lending Installation or the Issuing Bank 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: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank 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 any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 Issuing Bank any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank such LC Issuer, as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Banksuch LC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Banksuch LC Issuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 days after of demand by such Lender or the Issuing Banksuch LC Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing Banksuch LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Banksuch LC Issuer, as the case may be, for such increased cost or reduction in amount received.

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

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank 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: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank 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 any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 Issuing Bank any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by such Lender or the Issuing Bank such LC Issuer, as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Banksuch LC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs, or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Banksuch LC Issuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 days after of demand by such Lender or the Issuing Banksuch LC Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing Banksuch LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Banksuch LC Issuer, as the case may be, for such increased cost or reduction in amount received.

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

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

Yield Protection. If, on or after the date of this Agreement, the ---------------- adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer, as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 fifteen (15) days after of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower Credit Parties shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC 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 Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Fixed Rate Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Fixed Rate Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Fixed Rate Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Fixed Rate Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Fixed Rate Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Fixed Rate Loans, Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 days after of demand by such Lender or the Issuing BankLC Issuer (which demand shall be accompanied by a statement of the basis for, as and calculation in reasonable detail of, the case may beamount being demanded), the Borrower shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, LC Issuer for such increased cost or reduction in amount received.

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

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed in good faith material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit LCs or participations therein, thenthen a certificate of a Lender or an LC Issuer, within 15 days after demand by as the case may be, setting forth such amount or amounts as shall be necessary to compensate such Lender or LC Issuer, as the Issuing Bankcase may be, as specified in this Article 3.1, and setting forth in reasonable detail the manner in which such amount or amounts have been calculated, shall be delivered to the Borrower. The Borrower shall pay such Lender or LC Issuer, as the case may be, the Borrower shall pay amount shown as due on any such certificate delivered to it within 15 days of Borrower's receipt of such certificate. (b) Each Lender or the Issuing Bank, as Administrative Agent on behalf of the case may beLenders shall give notification to the Borrower of any event or prospective event which will give rise to the operation of paragraph (a) of this Section, such additional amount notification to be sent within ninety (90) days of the date of the public promulgation of the effective date of any such law, rule, regulation, policy, guideline or amounts as will compensate such Lender directive, or the Issuing Bank, as the case may be, for such increased cost or reduction in amount receivedchange therein.

Yield Protection. If, on or after the date of this Agreement, the ---------------- adoption of any law Law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of lawLaw), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of lawLaw) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, therein or (bii) 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 Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 days after of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC 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 Lender, LC Issuer or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or LC Issuer or any applicable Lending Installation or the Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, its LC Interests, the Facility Letters of Credit LCs or participations therein, other amounts due hereunder or (bii) 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, Swing Line Lender, LC Issuer or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender Lender, Swing Line Lender, LC Issuer or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, LC Interests or of issuing or participating in the Facility Letters of Credit, LCs or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, LC Interests or the Facility Letters of Credit or participations therein, LCs or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, LC Interests or Facility Letters of Credit or participations therein LCs held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may beLender, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans Loans, LC Interests, Facility LCs or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, CommitmentLC Interests, Facility Letters of Credit LCs or participations thereinCommitment, then, within 15 days after of demand by such Lender or the Issuing Bank, as the case may beLender, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing 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 AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank 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: (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein, or (bi) 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 Issuing Bank any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (cii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or the Issuing Bank any LC Issuer of making, funding or maintaining its LIBOR Loans, Commitment or Eurodollar Loans or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer in connection with its LIBOR Loans, Commitment or Eurodollar Loans or Facility Letters of Credit or LCs (including participations therein), or requires any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer to make any payment calculated by reference to the amount of LIBOR Loans, Commitment or Eurodollar Loans or Facility Letters of Credit or LCs (including participations therein therein) held or interest or LC Fees received by it, in each case, by an amount deemed material by such Lender or the Issuing Bank such LC Issuer, as the case may beapplicable, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, such LC Issuer of making or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, LC Issuer in connection with such LIBOR Loans, Eurodollar Loans or Commitment, or Facility Letters of Credit or LCs (including participations therein), but in all events, excluding any increase in cost or reduction in return with respect to taxes and amounts relating thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5), then, within 15 days after demand of demand, accompanied by the written statement required by Section 3.6, by such Lender or the Issuing Bank, as the case may beLC Issuer, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, LC Issuer such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, LC Issuer for such increased cost or reduction in amount received.

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

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

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein, or (bii) 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 Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations therein, then, within 15 days after written demand by such Lender or the Issuing Bank, as the case may be, describing the basis for such demand the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing 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 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-quasi- governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein, or (bi) 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 Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (cii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, Revolving Loan Commitment or Eurodollar Loans or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Loans, Revolving Loan Commitment or Eurodollar Loans or Facility Letters of Credit or LCs (including participations therein), or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Loans, Revolving Loan Commitment or Eurodollar Loans or Facility Letters of Credit or LCs (including participations therein therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer, as the case may be, applicable. and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, LC Issuer of making or maintaining its LIBOR Eurodollar Loans or Revolving Loan Commitment or of issuing or participating in Facility Letters of Credit LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, LC Issuer in connection with such LIBOR Loans, Eurodollar Loans or Revolving Loan Commitment, or Facility Letters of Credit or LCs (including participations therein), then, within 15 fifteen (15) days after demand of demand, accompanied by the written statement required by Section 3.6, by such Lender or the Issuing Bank, as the case may beLC Issuer, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, LC Issuer such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, LC Issuer for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreementhereof, the adoption of of, or any change in, any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank 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 applicable Lending Installation imposed by the jurisdiction in which such Lender or Lending Installation is incorporated, has its principal place of business or maintains a Lending Installation at which any of the Obligations are booked), or changes the basis of taxation of principal, interest or any other payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, its interest in the Facility Letters of Credit or participations thereinother amounts due it hereunder, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (c) imposes any other condition condition, the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, Loans or of issuing or participating in Facility Letters of Credit, Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Loans or Facility Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR LoansLoans held, Facility Letters of Credit issued or participations therein held participated in, or interest or LC Fees received by it, it by an amount deemed material by such Lender or the Issuing Bank as the case may beLender, and the result of any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations therein, then, then within 15 days after of demand by such Lender or the Issuing Bank, as the case may beLender, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, its interest in the Facility Letters of Credit, and its Commitment. Notwithstanding the foregoing, no Lender shall be entitled to demand any compensation under this Section 3.1 more than 180 days following the last day of the Interest Period or stated expiry date of the Facility Letter of Credit in respect of which such demand is made; provided, that the foregoing shall in no way limit the right of any Lender to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or directive described in this Section 3.1 if such demand is made within 180 days after the implementation of such retroactive law, interpretation, guideline or directive.

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

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Swing Line Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Commitment or Facility Letters of Credit LCs or participations therein, then, within 15 30 days after of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC 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 CREDIT EXTENSIONS TO NON-U.S.

Yield Protection. (a) If, on or after the date of this Agreementhereof, the adoption of or ---------------- any change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank 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 applicable Lending Installation imposed by the jurisdiction in which such Lender or Lending Installation is incorporated or has its principal place of business), or changes the basis of taxation of principal, interest or any other payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, its interest in the Facility Letters of Credit or participations thereinother amounts due it hereunder, or (bii) 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 Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurocurrency Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, Loans or of issuing or participating in Facility Letters of Credit, Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, any Loans or Facility Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR LoansLoans held, Facility 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 Issuing Bank as the case may be, and the result of any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinLender, then, within 15 days after of demand by such Lender or the Issuing Bank, as the case may beLender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its interest in the Issuing BankFacility Letters of Credit and its Commitment. (b) In addition to, as but without duplication of, any other amounts payable by the case Borrower hereunder, each Lender may berequire the Borrower to pay, contemporaneously with each -40- payment of interest on Eurocurrency Advances of the Borrower additional interest on the related Eurocurrency Loan of such additional amount or amounts as will Lender at the percentage calculated from time to time by such Lender to be the percentage required to fully compensate such Lender for all reserve costs, liabilities, expenses and assessments which have been incurred by such Lender (or its applicable Lending Installation) pursuant to requirements of applicable law or any applicable governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the Issuing Bankforce of law) regarding the making, as funding or maintaining of such Eurocurrency Loan (including, without limitation, any and all liquid asset maintenance requirements of the Bank of England and any reserve requirements of Regulation D). Any Lender wishing to require payment of such additional interest (i) shall so notify the Borrower and the Agent pursuant to Section 3.5, in which case may besuch additional interest on the Eurocurrency Loans ----------- of such Lender shall be payable in the applicable Permitted Currency to such Lender at the place indicated in such notice with respect to each Interest Period commencing at least five (5) Business Days after the giving of such notice and (ii) shall notify the Borrower at least five (5) Business Days prior to each date on which interest is payable on such Eurocurrency Loans of the amount then due it under this Section 3.1(b); provided, for however, that if -------------- -------- ------- a Lender fails to give such increased cost or reduction in amount receivedprior notice, then such additional interest shall be payable five (5) Business Days after such notice if given.

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

Yield Protection. If, on or after the date of this AgreementEffective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-quasi- governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank 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: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank 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 any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 Issuing Bank any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer of making, funding or maintaining its LIBOR LoansEurodollar Loans or Commitment, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer in connection with its LIBOR LoansEurodollar Loans or Commitment, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer to make any payment calculated by reference to the amount of LIBOR LoansEurodollar Loans or Commitment, Facility Letters of Credit 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 Issuing Bank such LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Banksuch LC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Banksuch LC Issuer, as the case may be, in connection with such LIBOR Loans, Eurodollar Loans or Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 fifteen (15) days after of demand by such Lender or the Issuing Bank, as the case may beLender, the Borrower Borrowers shall pay such Lender or the Issuing Bank, as the case may be, LC Issuer such additional amount or amounts as will compensate such Lender or the Issuing Banksuch 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 any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank 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: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank 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 any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Revolving Loan Commitments, Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 Issuing Bank any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurocurrency Advances)) with respect to its Revolving Loan Commitment, Loans, Facility LCs or participations therein, or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or the Issuing Bank any LC Issuer of making, funding or maintaining its LIBOR LoansRevolving Loan Commitment, Loans or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer in connection with its LIBOR Loans, Revolving Loan Commitment or Loans or Facility Letters of Credit or LCs (including participations therein), or requires any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer to make any payment calculated by reference to the amount of LIBOR Loans, Revolving Loan Commitment or Loans or Facility Letters of Credit or LCs (including participations therein therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank such LC Issuer, as the case may beapplicable, (and such event being a “Change in Law”) and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, such LC Issuer of making or maintaining its LIBOR 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 Facility Letters of Credit LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, LC Issuer in connection with such LIBOR Loans, Commitment, Revolving Loan Commitment or Facility Letters of Credit or LCs (including participations therein), then, within 15 days after demand of demand, accompanied by the written statement required by Section 3.6, by such Lender or the Issuing Bank, as the case may beLC Issuer, the Borrower Borrowers shall pay such Lender or the Issuing Bank, as the case may be, LC Issuer such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, LC 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 Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer, as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 days after of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer, as the case may be, for such increased cost or reduction in amount received.

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

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

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

Yield Protection. If, on or after the date of this Agreement, the ---------------- adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (a1) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Fixed Rate Loans, Facility Letters of Credit LCs or participations therein, or (b2) 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 or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (c3) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Loans, Fixed Rate Loans or of issuing or participating in Facility Letters of Credit, LCs or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Fixed Rate Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Fixed Rate Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer, as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Fixed Rate Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Fixed Rate Loans, Commitment, Facility Letters of Credit LCs or participations therein, therein then, within 15 days after of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer, as the case may be, for such increased cost or reduction in amount received.

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

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any new or changed request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:, (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding federal, state and local taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit Loans or participations thereinother amounts due it hereunder, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, loans or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations thereinloans, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein loans held or interest or LC Fees received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received, without duplication of any other amount claimed pursuant to this Section 3.1 or any other provision herein, which such Lender determines is attributable to making, funding and maintaining its Loans and its Commitments. (b) If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive of any jurisdiction outside of the Issuing Bank as United States of America or any subdivision thereof (whether or not having the case may beforce 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, and the result of any of the foregoing would be is to increase the cost to such Lender lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Multicurrency Loans to the Borrower or its Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Multicurrency Loans or Commitment, Facility Letters of Credit or participations therein, then, then within 15 days after of demand by such Lender or the Issuing Bank, as the case may beLender, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased cost or reduction in amount received, provided that the Borrower shall not be required to compensate any lender for such reserve costs or fees to the extent that an amount equal to such reserve costs or fees is received by such lender as a result of the calculation of the interest rate applicable to Multicurrency Advances.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (ai) subjects the Administrative Agent, any Lender or any applicable Lending Installation or the Issuing Bank 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 with respect to (A) Taxes, (B) Excluded Taxes or (C) Other Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations therein), or (bii) 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 any applicable Lending Installation or the Issuing Bank any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurocurrency Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer of making, funding or maintaining its LIBOR LoansLoans or Commitments, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer in connection with its LIBOR LoansLoans or Commitments, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer to make any payment calculated by reference to the amount of LIBOR LoansLoans or Commitments, Facility Letters of Credit LCs or participations participants therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank such LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to the Administrative Agent, such Lender or applicable Lending Installation or the Issuing Banksuch LC Issuer, as the case may be, of making making, continuing, converting into or maintaining its LIBOR Loans or Commitment Commitments or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by the Administrative Agent, such Lender or applicable Lending Installation or the Issuing Banksuch LC Issuer, as the case may be, in connection with such LIBOR Loans, CommitmentLoans or Commitments, Facility Letters of Credit LCs or participations therein, then, within 15 fifteen (15) days after of demand by the Administrative Agent, such Lender, or LC Issuer the Borrowers shall pay, the Administrative Agent, such Lender or the Issuing Bank, as the case may be, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, LC Issuer such additional amount or amounts as will compensate the Administrative Agent, such Lender or the Issuing Banksuch 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 any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation interpretation, promulgation, implementation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or compliance by any Lender or applicable Lending Installation or the Issuing Bank Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank Lender to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank Lender in respect of its LIBOR Rate Loans, Facility Letters of Credit or participations therein, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank Lender (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR AdvancesRate Loan advances), or (c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank Lender of making, funding or maintaining its LIBOR Rate Loans, or of issuing or participating in Facility Letters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank Lender in connection with its LIBOR Rate Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank Lender to make any payment calculated by reference to the amount of LIBOR Rate Loans, Facility Letters of Credit or participations therein held or interest or LC Fees fees for Letters of Credit received by it, by an amount deemed material by such Lender or the Issuing Bank Lender as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLender, as the case may be, of making or maintaining its LIBOR Rate Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLender, as the case may be, in connection with such LIBOR Loans, Rate Loans or Commitment, Facility Letters of Credit or participations therein, then, within 15 days after of demand by such Lender or the Issuing BankLender, as the case may be, the Borrower shall pay such Lender or the Issuing BankLender, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLender, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation Office or the Issuing Bank 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: (ai) subjects any Lender or any applicable Lending Installation Office or the Issuing Bank 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 any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Loans, Facility Letters of Credit LC's or participations therein, or (bii) 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 Office or the Issuing Bank any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation Office or the Issuing Bank any LC Issuer of making, funding or maintaining its Commitment or LIBOR Loans, or of issuing or participating in Facility Letters of CreditLC's, or reduces any amount receivable by any Lender or any applicable Lending Installation Office or the Issuing Bank any LC Issuer in connection with its LIBOR Commitment or LEBOR Loans, Facility Letters of Credit LC's or participations therein, or requires any Lender or any applicable Lending Installation Office or the Issuing Bank any LC Issuer to make any payment calculated by reference to the amount of Commitment or LIBOR Loans, Facility Letters of Credit LC's or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank any LC Issuer, as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation Office or the Issuing Bank, as the case may be, such LC Issuer of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit LC's or to reduce the return received by such Lender or applicable Lending Installation Office or the Issuing Banksuch LC Issuer, as the case may be, in connection with such LIBOR Loans, Loans or Commitment, Facility Letters of Credit or participations therein, then, within 15 fifteen (15) days after of demand by such Lender or the Issuing Bank, as the case may besuch LC Issuer, the Borrower shall pay such Lender or the Issuing Banksuch LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC 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 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 of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:such, (ai) subjects any Lender Bank, the LC Issuer or any applicable Lending Installation or the Issuing Bank to any Taxes, Taxes or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation Bank or the Issuing Bank LC Issuer in respect of its LIBOR Loans, Credit Extensions (including any participations in Facility Letters of Credit LCs) or participations thereinother amounts due it hereunder, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank, the LC Issuer or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender Bank, the LC Issuer or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating Credit Extensions (including any participations in Facility Letters of Credit, LCs) or reduces any amount receivable by any Lender Bank, the LC Issuer or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Credit Extensions (including any participations in Facility Letters of Credit or participations thereinLCs), or requires any Lender Bank, the LC Issuer or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loans, Credit Extensions (including any participations in Facility Letters of Credit or participations therein LCs) held or interest or LC Fees received by it, by an amount deemed material by such Lender Bank or the Issuing LC Issuer, except any special charge imposed on a Bank or the LC Issuer separate from the Assessment Rate that is imposed on such Bank or the LC Issuer, as the case may beapplicable, and the as a result of its non-performing loans or (iv) affects the amount of capital required or expected to be maintained by any of Bank, the foregoing would be to increase the cost to such Lender LC Issuer or applicable Lending Installation Office or any corporation controlling any Bank or the Issuing BankLC Issuer and such Bank or the LC Issuer, as applicable, determines the case may be, amount of making capital required is increased by or maintaining based upon the existence of this Agreement or its LIBOR Loans or Commitment obligation to make Credit Extensions (including any participations in Facility LCs) hereunder or of issuing or participating in Facility Letters commitments of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinthis type, then, within 15 days after of demand by such Lender Bank or the Issuing BankLC Issuer, as the case may beapplicable, the Borrower Company shall pay such Lender Bank or the Issuing BankLC 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 amount or amounts as will compensate change in regulation after taking into account such Lender Bank's or the Issuing Bank, LC Issuer's policies as the case may be, for such increased cost to capital adequacy) or reduction in an amount receivedreceived which such 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 Banks 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, as applicable, demanding payment of such amounts.

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

Yield Protection. If, on or after the date of this Agreement, the adoption of there occurs any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw which: (a) subjects any Lender or any applicable Lending Installation Installation, any LC Issuer, or the Issuing Bank 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 any applicable Lending Installation that are franchise Taxes or the Issuing Bank in respect branch profits Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its LIBOR Loansdeposits, Facility Letters of Credit reserves, other liabilities or participations thereincapital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR SOFR Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer of making, funding or maintaining its LIBOR Loans, SOFR Loans or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer in connection with its LIBOR SOFR Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank any LC Issuer to make any payment calculated by reference to the amount of LIBOR SOFR Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank such LC Issuer, as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, Person of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return amount received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, Person in connection with such LIBOR Loans, Loans or Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 thirty (30) days after receipt by the Borrower of written demand by such Lender or the Issuing Bank, as the case may bePerson in accordance with Section 3.6, the Borrower shall pay such Lender or the Issuing BankPerson, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, 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 Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Loans, Eurodollar Loans or of issuing or participating in Facility Letters of Credit, LCs or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer, as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit LCs or participations therein, therein then, within 15 days after of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC 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 Lender, applicable Lending Installation or the Issuing Bank any corporation controlling such Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (a) subjects any Lender or Lender, any applicable Lending Installation or the Issuing Bank any corporation controlling such Lender to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Eurocurrency Loans, Facility Letters of Credit Foreign Currency Swing Loans or participations thereinEuro Swing Loans, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or the Issuing Bank any corporation controlling such Lender (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurocurrency Advances, Foreign Currency Swing Loans or Euro Swing Loans), or (c) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or the Issuing Bank any corporation controlling such Lender of making, funding or maintaining its LIBOR Eurocurrency Loans, Foreign Currency Swing Loans or of issuing or participating in Facility Letters of Credit, Euro Swing Loans or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or the Issuing Bank any corporation controlling such Lender in connection with its LIBOR Eurocurrency Loans, Facility Letters of Credit Foreign Currency Swing Loans or participations thereinEuro Swing Loans, or requires any Lender or Lender, any applicable Lending Installation or the Issuing Bank any corporation controlling such Lender to make any payment calculated by reference to the amount of LIBOR Eurocurrency Loans, Facility Letters of Credit Foreign Currency Swing Loans or participations therein Euro Swing Loans held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may beLender, and the result of any of the foregoing would be is to increase the cost to such Lender or Lender, applicable Lending Installation or the Issuing Bank, as the case may be, any corporation controlling such Lender of making or maintaining its LIBOR Eurocurrency Loans, Foreign Currency Swing Loans or Euro Swing Loans or its Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or Lender, applicable Lending Installation or the Issuing Bank, as the case may be, any corporation controlling such Lender in connection with such LIBOR Eurocurrency Loans, Foreign Currency Swing Loans or Euro Swing Loans or its Commitment, Facility Letters of Credit and such Lender is generally making or participations thereinwill generally make a similar claim against other borrowers from such Lender having language in the applicable borrowing agreements similar to that contained in this Section 3.1, and such Lender so states in writing to the Borrower, then, within 15 days after of demand by such Lender or the Issuing Bank, as the case may beLender, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased cost or reduction in amount received.. 41 364-Day Revolving Credit Agreement

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (ai) subjects the Administrative Agent, any Lender or any applicable Lending Installation or the Issuing Bank Office to any Taxestaxes, duties, levies, imposts, deductions, assessments, fees, charges or changes the basis of taxation of payments withholdings, and all liabilities with respect thereto (other than with respect to (A) Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities, capital or liquidity attributable to any Lender making, converting, funding or any applicable Lending Installation maintaining its Borrowings or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations thereinRevolving Commitment, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank Office (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR AdvancesEurocurrencyTerm SOFR Borrowings or Adjusted Daily Simple SOFR Borrowings), or (ciii) imposes any other condition condition, and the result of which is to increase the cost to of any Lender or any applicable Lending Installation or the Issuing Bank Office of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, loans or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank Office in connection with its LIBOR Loans, Facility Letters of Credit or participations thereinloans, or requires any Lender or any applicable Lending Installation or the Issuing Bank Office to make any payment calculated by reference to the amount of LIBOR Loansloans held, Facility 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 Issuing Bank as the case may be, and the result of any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinLender, then, within 15 fifteen (15) days after of demand by the Administrative Agent or such Lender or the Issuing Bank, as the case may beLender, the Borrower shall pay the Administrative Agent or such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which the Administrative Agent or such Lender determines is attributable to making, funding and maintaining its Borrowings and its Revolving Commitment (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant).

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Fixed Rate Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Fixed Rate Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Fixed Rate Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Fixed Rate Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Fixed Rate Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Fixed Rate Loans, Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 days after of demand by such Lender or the Issuing BankLC Issuer (which demand shall be accompanied by a statement of the basis for, as and calculation in reasonable detail of, the case may beamount being demanded), the Borrower shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, LC 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 Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer, as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 days after of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower shall Borrowers jointly and severally agree to pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer, as the case may be, for such increased cost or reduction in amount received.

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

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

Yield Protection. If, on or after the date of this Agreement, the ---------------- adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any such Lender or any such applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any such Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 such Lender or any such applicable Lending Installation or the Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any such Lender or any such applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any such Lender or any such applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any such Lender or any such applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 days after written demand by such Lender or the Issuing BankLC Issuer, as the case may be, showing in reasonable detail the computations supporting such Lender's or the LC Issuer's, as the case may be, claims of increased cost or reduction of return, the Borrower shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer, as the case may be, for such increased cost or reduction in amount received, provided that the Borrower shall not be obligated to pay any such amount or amounts which are attributable to any period of time occurring more than one year prior to the date of receipt by the Borrower of such written demand except to the extent such increased cost or reduction in amount received is the result of any of the matters referred to above having retroactive effect.

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 Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, Loans or its participation in Facility Letters of Credit or participations thereinother amounts due it hereunder, or (bii) 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 Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, loans or of issuing or participating in Facility Letters of Credit, Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility loans or Letters of Credit or participations thereinCredit, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loansloans held, Facility 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 Issuing Bank as the case may be, and the result of any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinLender, then, within 15 30 days after of demand by such Lender or the Issuing Bank, as the case may beLender, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, 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. (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 Lending Installation or the Issuing Bank 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”): (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurocurrency Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of maintaining its Commitment or making, funding or maintaining its LIBOR 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 Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to its Commitment or the amount of LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR 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 Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR LoansEurocurrency Loan, or Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 30 days after of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the relevant Borrower shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, LC Issuer for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (ai) subjects the Administrative Agent, any Lender or any applicable Lending Installation or the Issuing Bank Office to any Taxestaxes, duties, levies, imposts, deductions, assessments, fees, charges or changes the basis of taxation of payments withholdings, and all liabilities with respect thereto (other than with respect to (A) Taxes, (B) Excluded Taxes or (C) Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities, capital or liquidity attributable to any Lender making, converting, funding or any applicable Lending Installation maintaining its Borrowings or the Issuing Bank in respect of its LIBOR Loans, Facility Letters of Credit or participations thereinTerm Loan Commitment, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank Office (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR AdvancesTerm SOFR Borrowings or Adjusted Daily Simple SOFR Borrowings), or (ciii) imposes any other condition condition, and the result of which is to increase the cost to of any Lender or any applicable Lending Installation or the Issuing Bank Office of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, loans or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank Office in connection with its LIBOR Loans, Facility Letters of Credit or participations thereinloans, or requires any Lender or any applicable Lending Installation or the Issuing Bank Office to make any payment calculated by reference to the amount of LIBOR Loans, Facility Letters of Credit or participations therein loans held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank as the case may be, and the result of any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinLender, then, within 15 fifteen (15) days after of demand by the Administrative Agent or such Lender or the Issuing Bank, as the case may beLender, the Borrower shall pay the Administrative Agent or such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which the Administrative Agent or such Lender determines is attributable to making, funding and maintaining its Borrowings and its Term Loan Commitment (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant).

Yield Protection. If, on or after the date of this Agreement, the ---------------- adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Loans, Eurodollar Loans or of issuing or participating in Facility Letters of Credit, LCs or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer, as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit LCs or participations therein, therein then, within 15 days after of written demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC 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 or any change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (a) subjects any such Lender or any applicable Lending Installation or the Issuing Bank 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 or applicable Lending Installation imposed by the jurisdiction in which such Lender or Lending Installation is incorporated or has its principal place of business), or changes the basis of taxation of principal, interest or any other payments (other than with respect to Excluded Taxes) to any such Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR Loans, its interest in the Facility Letters of Credit or participations thereinother amounts due it hereunder, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any such Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (c) imposes any other condition the result of which is to increase the cost to any such Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, Loans or issuing Facility Letters of issuing Credit or participating reduces any amount receivable by such Lender or any applicable Lending Installation in connection with any Loans or Facility Letters of Credit, or reduces any amount receivable by any requires such Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR LoansLoans held, Facility 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 Issuing Bank as the case may be, and the result of any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinLender, then, within 15 20 days after of demand by such Lender or the Issuing Bank, as the case may beLender, the Borrower shall pay such Lender that portion of such increased expense incurred or the Issuing Bank, as the case may be, such additional resulting in an amount or amounts as will compensate received which such Lender or determines is attributable to making, funding and maintaining its Loans, its interest in the Issuing Bank, as the case may be, for such increased cost or reduction in amount receivedFacility Letters of Credit and its Commitment.

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 Lending Installation or therewith, including, without limitation, the Issuing Bank 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”): (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank 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 with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR LoansBorrowings, its interest in the Facility Letters of Credit or participations thereinother amounts due it hereunder, or (bii) 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 Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR AdvancesEurocurrency Borrowings), or (ciii) imposes any other condition condition, and the result of which is to increase the cost to of any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR Loans, or of issuing or participating in Facility Letters of Credit, loans or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR Loans, Facility Letters of Credit or participations thereinloans, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR Loansloans held, Facility 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 Issuing Bank as the case may be, and the result of any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations thereinLender, then, within 15 fifteen (15) days after of demand by such Lender or the Issuing BankLender, as the case may be, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its 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 Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 days after of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer, as the case may be, for such increased cost or reduction in amount received. Any such demand must be given by such Lender or the LC Issuer within 180 days of the determination any such increased cost or reduced return.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Commitment or Facility Letters of Credit LCs or participations therein, then, if such Lender, applicable Lending Institution or the LC Issuer makes demand on the Borrower within 15 180 days after of such occurrence, within 30 days of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased cost or reduction in amount received.pay

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

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

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

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

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

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Eurodollar Loans, Commitment, Commitment or Facility Letters of Credit LCs or participations therein, then, if such Lender, applicable Lending Institution or the LC Issuer makes demand on the Borrower within 15 180 days after of such occurrence, within 30 days of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC 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 any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurocurrency Advances), or (c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Eurocurrency Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurocurrency Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Eurocurrency Loans, Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 days after of demand by such Lender Lender, or the Issuing BankLC Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurocurrency Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of maintaining its Commitment or making, funding or maintaining its LIBOR 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 Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to its Commitment or the amount of LIBOR Eurocurrency Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR 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 Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR LoansEurocurrency Loan, or Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 30 days after of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the relevant Borrower shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC 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 Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ai) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or (bii) 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 Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Eurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Eurodollar Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Eurodollar Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Eurodollar Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Loans, Eurodollar Loans or Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 days after of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer, as the case may be, for such increased cost or reduction in amount received.

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

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

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

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

Yield Protection. IfSubject to the provisions of Section 3.6, if, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: : (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank party hereto to any Taxes, or changes the basis of taxation of payments (other than with respect to for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its LIBOR SOFR Rate Loans, Facility Letters of Credit or participations therein, or (b) imposes or increases or deems makes 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 Issuing Bank (other than any other reserves and assessments taken into account in determining the interest rate applicable to LIBOR SOFR Rate Advances, if any), or or (c) imposes any other condition the direct result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its LIBOR SOFR Rate Loans, or of issuing or participating in Facility Letters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its LIBOR SOFR Rate Loans, Facility Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of LIBOR SOFR Rate Loans, Facility Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed a material by such Lender or the Issuing Bank as the case may beamount, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankInstallation, as the case may be, of making or maintaining its LIBOR SOFR Rate Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, SOFR Rate Loans or Commitment, Facility Letters of Credit or participations therein, then, within 15 days after demand by such Lender or subject to the Issuing Bankprovisions of Section 3.6, as the case may be, the Borrower shall pay such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing 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 AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the Issuing Bank LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (a) subjects any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in respect of its LIBOR Fixed Rate Loans, Facility Letters of Credit LCs or participations therein, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Fixed Rate Advances), or (c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer of making, funding or maintaining its LIBOR Fixed Rate Loans, or of issuing or participating in Facility Letters of CreditLCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer in connection with its LIBOR Fixed Rate Loans, Facility Letters of Credit LCs or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank LC Issuer to make any payment calculated by reference to the amount of LIBOR Fixed Rate Loans, Facility Letters of Credit LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the Issuing Bank LC Issuer as the case may be, and the result of any of the foregoing would be is to increase the cost to such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, of making or maintaining its LIBOR Fixed Rate Loans or Commitment or of issuing or participating in Facility Letters of Credit LCs or to reduce the return received by such Lender or applicable Lending Installation or the Issuing BankLC Issuer, as the case may be, in connection with such LIBOR Fixed Rate Loans, Commitment, Facility Letters of Credit LCs or participations therein, then, within 15 days after of demand by such Lender or the Issuing BankLC Issuer, as the case may be, the Borrower shall pay such Lender or the Issuing BankLC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing BankLC Issuer, as the case may be, for such increased cost or reduction in amount received.