Common use of Yield Protection Clause in Contracts

Yield Protection. If, on or after the Closing 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, applicable Lending Installation, LC Issuer, or Acceptance 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, applicable Lending Installation, LC Issuer, or Acceptance Lender to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or Acceptance Lender in respect of its Eurodollar Loans, Facility LCs, Acceptances, or participations therein; (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, applicable Lending Installation, LC Issuer, or Acceptance Lender (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances); or (c) imposes any other condition the result of which is to increase the cost to any Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender of making, funding, or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs or Acceptances, or reduces any amount receivable by any Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender in connection with its Eurodollar Loans, Facility LCs, Acceptances, or participations in Facility LCs or Acceptances, or requires any Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs, Acceptances, or participations in Facility LCs or Acceptances held or interest or LC Fees or Acceptance Fees received by it, by an amount deemed material by such Lender, LC Issuer, or Acceptance Lender, as the case may be; and the result of any of the foregoing is to increase the cost to such Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender, as the case may be, of making or maintaining its Eurodollar Loans or Commitment, of issuing or participating in Facility LCs, or of accepting or participating in Acceptances or to reduce the return received by such Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs, Acceptances, or participations in Facility LCs or Acceptances, then, within fifteen days of demand by such Lender, LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, the applicable Borrower or Borrowers shall pay such Lender, LC Issuer, or Acceptance Lender, as the case may be, such additional amount or amounts as will compensate such Lender, LC Issuer, or Acceptance Lender, as the case may be, for such increased cost or reduction in amount received.

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

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

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

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

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

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

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

Yield Protection. If, on or after the Closing Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline, guideline or directive (whether or not having the force of law), or any change in the interpretation interpretation, promulgation, implementation or administration thereof thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, by any governmental or quasi-governmental authority, central bank, bank or comparable agency charged with the interpretation or administration thereof, thereof or compliance by any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank, bank or comparable agency:agency related to such new adoption, interpretation or decision (a “Regulatory Change”): (a) subjects any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or Acceptance Lender in respect of its Eurodollar Eurocurrency Loans, Facility LCs, Acceptances, LCs or participations therein;, (b) imposes or imposes, increases or deems applicable any reserve, assessment, insurance charge, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances); , or (c) imposes any other condition the result of which is to increase the cost to any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer of making, funding, funding or maintaining its Eurodollar Eurocurrency Loans, or of issuing or participating in Facility LCs or AcceptancesLCs, or reduces any amount receivable by any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptancestherein, or requires any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptances therein held or interest or LC Fees or Acceptance Fees received by it, by an amount deemed material by such Lender, Lender or the LC Issuer, or Acceptance Lender, Issuer as the case may be; , and the result of any of the foregoing is to increase the cost to such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans or Commitment, Commitment or of issuing or participating in Facility LCs, or of accepting or participating in Acceptances LCs or to reduce the return received by such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Loans, Eurocurrency Loans or Commitment, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptancestherein, then, within fifteen 15 days of demand by such Lender, Lender or the LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, the applicable Borrower or Borrowers shall pay such Lender, Lender or the LC Issuer, or Acceptance Lender, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer, or Acceptance Lender, as the case may be, for such increased cost or reduction in amount received.

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

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

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

Yield Protection. If, on or after the Closing Datedate hereof, the adoption of or any ----------------- change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency:Lender therewith, (a) subjects any Lender, Lender or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or 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 (excluding increases in the income tax rates imposed by the jurisdiction in which the applicable Lender or Lending Installation is incorporated or has its principal place of business) the basis of taxation of principal, interest or any other payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer Lender or Acceptance Lender Lending Installation in respect of its Eurodollar LoansLoans or other amounts due it hereunder, Facility LCs, Acceptances, or participations therein;or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances); , or (c) imposes any other condition the result of which is to increase the cost to any Lender, Lender or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation of making, funding, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs or Acceptances, Loans or reduces any amount receivable by any Lender, Lender or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation in connection with its Eurodollar any Loans, Facility LCs, Acceptances, or participations in Facility LCs or Acceptances, or requires any Lender, Lender or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs, Acceptances, or participations in Facility LCs or Acceptances Loans held or interest or LC Fees or Acceptance Fees received by it, by an amount deemed material by such Lender, LC Issuer, or Acceptance Lender, as the case may be; and the result of any of the foregoing is to increase the cost to such Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender, as the case may be, of making or maintaining its Eurodollar Loans or Commitment, of issuing or participating in Facility LCs, or of accepting or participating in Acceptances or to reduce the return received by such Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs, Acceptances, or participations in Facility LCs or Acceptances, then, within fifteen 15 days of demand by such Lender, LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, the applicable Borrower or Borrowers shall pay such Lender, LC Issuer, or Acceptance Lender, as the case may be, such additional amount or amounts as will compensate such Lender, LC Issuer, or Acceptance Lender, as the case may be, for Lender that portion of such increased cost expense incurred or reduction resulting in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans and its Commitment.

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

Yield Protection. If, on or after the Closing Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline, guideline or directive (whether or not having the force of law), or any change in the interpretation interpretation, promulgation, implementation or administration thereof by any governmental or quasi-governmental authority, central bank, bank or comparable agency charged with the interpretation or administration thereofthereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or compliance by any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank, bank or comparable agency: (a) subjects any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or Acceptance Lender in respect of its Eurodollar Eurocurrency Loans or Daily Eurocurrency Loans, Facility LCs, Acceptances, LCs or participations therein;, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances); ) and Daily Eurocurrency Loans) or (c) imposes any other condition the result of which is to increase the cost to any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer of making, funding, funding or maintaining its Eurodollar Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs or AcceptancesLCs, or reduces any amount receivable by any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer in connection with its Eurodollar Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptancestherein, or requires any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptances therein held or interest or LC Fees or Acceptance Fees received by it, by an amount deemed material by such Lender, Lender or the LC Issuer, or Acceptance Lender, Issuer as the case may be; , and the result of any of the foregoing is to increase the cost to such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans or Commitment, Daily Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs, or of accepting or participating in Acceptances LCs or to reduce the return received by such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Loans, Eurocurrency Loans or Daily Eurocurrency Loans or Commitment, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptancestherein, then, within fifteen 15 days of demand by such Lender, Lender or the LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, the applicable Borrower or Borrowers shall pay such Lender, Lender or the LC Issuer, or Acceptance Lender, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer, or Acceptance Lender, as the case may be, for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 270 days prior to the date that such Person notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the circumstance 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 Closing Datedate of this Agreement, the adoption of any law change in any Requirement of Law or any governmental or quasi-governmental rule, regulation, policy, guideline, or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank, bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, Lender or LC Issuer or applicable Lending Installation, LC Issuer, or Acceptance Lender Installation with any request or directive (whether or not having the force of law) of any such authority, central bank, bank or comparable agency: (ai) subjects any Lender, Lender or LC Issuer or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or LC Issuer or Acceptance Lender in respect of its Eurodollar Loans, Facility LCs, Acceptances, LCs or participations therein;, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or LC Issuer or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances); , or (ciii) imposes on such Lender or LC Issuer or any applicable Lending Installation any other condition the result of which is to increase the cost to any Lendercondition, applicable Lending Installation, LC Issuer, or Acceptance Lender of making, funding, or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs or Acceptances, or reduces any amount receivable by any Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender in connection with its Eurodollar Loans, Facility LCs, Acceptances, or participations in Facility LCs or Acceptances, or requires any Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs, Acceptances, or participations in Facility LCs or Acceptances held or interest or LC Fees or Acceptance Fees received by it, by an amount deemed material by such Lender, LC Issuer, or Acceptance Lender, as the case may be; and the result of any of the foregoing is to increase the cost to such Lender, Lender or LC Issuer or applicable Lending Installation, LC Issuer, or Acceptance Lender, as the case may be, of making or maintaining its Eurodollar Loans or Commitment, Commitment or of issuing or participating in Facility LCs, or of accepting or participating in Acceptances LCs or to reduce the return received by such Lender, Lender or LC Issuer or applicable Lending Installation, LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Loans, or Commitment, Facility LCs, Acceptances, or participations in Facility LCs or Acceptancesparticipations therein, then, within fifteen 15 days of demand by such Lender, Lender or LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, the applicable Borrower or Borrowers shall pay such Lender, Lender or LC Issuer, or Acceptance Lender, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or LC Issuer, or Acceptance Lender, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the Closing Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline, guideline or directive (whether or not having the force of law), or any change in the interpretation interpretation, promulgation, implementation or administration thereof by any governmental or quasi-governmental authority, central bank, bank or comparable agency charged with the interpretation or administration thereofthereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or compliance by any Lender, Lender or applicable Lending Installation, LC Issuer, Installation or Acceptance the Issuing Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, bank or comparable agency: (a) subjects any Lender, Lender or any applicable Lending Installation, LC Issuer, Installation or Acceptance the Issuing Lender to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer Lender or Acceptance the Issuing Lender in respect of its Eurodollar LIBOR Rate Loans, Facility LCs, Acceptances, Letters of Credit or participations therein;, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or any applicable Lending Installation, LC Issuer, Installation or Acceptance the Issuing Lender (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesLIBOR Rate Loan advances); , or (c) imposes any other condition the result of which is to increase the cost to any Lender, Lender or any applicable Lending Installation, LC Issuer, Installation or Acceptance the Issuing Lender of making, funding, funding or maintaining its Eurodollar LIBOR Rate Loans, or of issuing or participating in Facility LCs or AcceptancesLetters of Credit, or reduces any amount receivable by any Lender, Lender or any applicable Lending Installation, LC Issuer, Installation or Acceptance the Issuing Lender in connection with its Eurodollar LIBOR Rate Loans, Facility LCs, Acceptances, Letters of Credit or participations in Facility LCs or Acceptancestherein, or requires any Lender, Lender or any applicable Lending Installation, LC Issuer, Installation or Acceptance the Issuing Lender to make any payment calculated by reference to the amount of Eurodollar LIBOR Rate Loans, Facility LCs, Acceptances, Letters of Credit or participations in Facility LCs or Acceptances therein held or interest or LC Fees or Acceptance Fees fees for Letters of Credit received by it, by an amount deemed material by such Lender, LC Issuer, Lender or Acceptance Lender, the Issuing Lender as the case may be; , and the result of any of the foregoing is to increase the cost to such Lender, Lender or applicable Lending Installation, LC Issuer, Installation or Acceptance the Issuing Lender, as the case may be, of making or maintaining its Eurodollar LIBOR Rate Loans or Commitment, Commitment or of issuing or participating in Facility LCs, or Letters of accepting or participating in Acceptances Credit or to reduce the return received by such Lender, Lender or applicable Lending Installation, LC Issuer, Installation or Acceptance the Issuing Lender, as the case may be, in connection with such Eurodollar Loans, LIBOR Rate Loans or Commitment, Facility LCs, Acceptances, Letters of Credit or participations in Facility LCs or Acceptancestherein, then, within fifteen 15 days of demand by such Lender or the Issuing Lender, LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, the applicable Borrower or Borrowers shall pay such Lender, LC Issuer, Lender or Acceptance the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender, LC Issuer, Lender or Acceptance the Issuing Lender, as the case may be, for such increased cost or reduction in amount received.

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

Yield Protection. If, on or after the Closing Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank, bank or comparable agency charged with the interpretation interpretation, promulgation, implementation or administration thereofthereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or compliance by any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank, bank or comparable agency:agency related to such new adoption, interpretation or decision (a “Regulatory Change”): (a) subjects any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or Acceptance Lender in respect of its Eurodollar Eurocurrency Loans, Facility LCs, Acceptances, LCs or participations therein;, (b) imposes or imposes, increases or deems applicable any reserve, assessment, insurance charge, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances); , or (c) imposes any other condition the result of which is to increase the cost to any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer of making, funding, funding or maintaining its Eurodollar Eurocurrency Loans, or of issuing or participating in Facility LCs or AcceptancesLCs, or reduces any amount receivable by any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptancestherein, or requires any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptances therein held or interest or LC Fees or Acceptance Fees received by it, by an amount deemed material by such Lender, Lender or the LC Issuer, or Acceptance Lender, Issuer as the case may be; , and the result of any of the foregoing is to increase the cost to such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans or Commitment, Commitment or of issuing or participating in Facility LCs, or of accepting or participating in Acceptances LCs or to reduce the return received by such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Loans, Eurocurrency Loans or Commitment, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptancestherein, then, within fifteen 15 days of demand by such Lender, Lender or the LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, the applicable Borrower or Borrowers shall pay such Lender, Lender or the LC Issuer, or Acceptance Lender, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer, or Acceptance Lender, as the case may be, for such increased cost or reduction in amount received.

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

Yield Protection. If, on or after the Closing Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline, or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agencyLaw: (ai) subjects any Lenderimposes, applicable Lending Installation, LC Issuer, or Acceptance Lender to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or Acceptance Lender in respect of its Eurodollar Loans, Facility LCs, Acceptances, or participations therein; (b) imposes or increases modifies or deems applicable any reserve, assessment, insurance charge, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any Issuing Lender; (ii) subjects any Lender or Issuing Lender to any Tax of any kind whatsoever (except for Indemnified Taxes or Other Taxes covered by Section 3.05 and Excluded Taxes) on its loans, applicable Lending Installationloan principal, LC Issuerletters of credit, commitments, or Acceptance Lender (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (ciii) imposes on any Lender or any Issuing Lender the London interbank market any other condition the result of which is to increase the condition, cost to any Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender of making, funding, expense affecting this Agreement or maintaining its Eurodollar SOFR Loans, XXXXX Loans or of issuing or participating in Facility LCs or Acceptances, or reduces any amount receivable by any Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender in connection with its Eurodollar Eurocurrency Loans, Facility LCsas applicable, Acceptances, or participations in Facility LCs or Acceptances, or requires any Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs, Acceptances, or participations in Facility LCs or Acceptances held or interest or LC Fees or Acceptance Fees received by it, by an amount deemed material made by such Lender, LC Issuer, Lender or Acceptance Lender, as the case may beany Letter of Credit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such LenderLender of making, applicable Lending Installationcontinuing, LC Issuerconverting to or maintaining any SOFR Loans, XXXXX Loans, Eurocurrency Loans, as applicable, (or, in the case of a Change in Law with respect to Taxes, any Loan) or of maintaining its obligation to make any such Loan, or Acceptance Lenderto increase the cost to such Lender or Issuing Lender of participating in, as the case may be, of making issuing or maintaining its Eurodollar Loans or Commitment, any Letter of issuing or participating in Facility LCs, Credit (or of accepting maintaining its obligation to participate in or participating in Acceptances to issue any Letter of Credit), or to reduce the return amount of any sum received or receivable by such Lender or Issuing Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or Issuing Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs, Acceptances, or participations in Facility LCs or Acceptances, then, within fifteen days of demand by such Lender, LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, the applicable Borrower or Borrowers shall pay to such Lender, LC Issuer, Lender or Acceptance Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender, LC Issuer, Lender or Acceptance Issuing Lender, as the case may be, for such increased cost additional costs incurred or reduction in amount receivedsuffered. Notwithstanding the foregoing, no Lender or Issuing Lender shall be entitled to seek compensation under this Section 3.01 unless such Lender or Issuing Lender is generally seeking compensation from other borrowers that are similarly situated to and of similar creditworthiness with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions similar to this Section 3.01.

Yield Protection. If, on or after the Closing Datedate hereof, the adoption of or any ----------------- change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency:Lender therewith, (a) subjects any Lender, Lender or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or 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 (excluding increases in the income tax rates imposed by the jurisdiction in which the applicable Lender or Lending Installation is incorporated or has its principal place of business) the basis of taxation of principal, interest or any other payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer Lender or Acceptance Lender Lending Installation in respect of its Eurodollar Loans, its interest in the Facility LCsLetters of Credit or other amounts due it hereunder, Acceptances, or participations therein;or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances); , or (c) imposes any other condition the result of which is to increase the cost to any Lender, Lender or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation of making, funding, funding or maintaining its Eurodollar Loans, Loans or issuing Facility Letters of issuing or participating in Facility LCs or Acceptances, Credit or reduces any amount receivable by any Lender, Lender or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation in connection with its Eurodollar Loans, any Loans or Facility LCs, Acceptances, or participations in Facility LCs or AcceptancesLetters of Credit, or requires any Lender, Lender or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation to make any payment calculated by reference to the amount of Eurodollar LoansLoans held, Facility LCs, Acceptances, Letters of Credit issued or participations participated in Facility LCs or Acceptances held or interest or LC Fees or Acceptance Fees received by it, by an amount deemed material by such Lender, LC Issuer, or Acceptance Lender, as the case may be; and the result of any of the foregoing is to increase the cost to such Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender, as the case may be, of making or maintaining its Eurodollar Loans or Commitment, of issuing or participating in Facility LCs, or of accepting or participating in Acceptances or to reduce the return received by such Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs, Acceptances, or participations in Facility LCs or Acceptances, then, within fifteen 15 days of demand by such Lender, LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, the applicable Borrower or Borrowers shall pay such Lender, LC Issuer, or Acceptance Lender, as the case may be, such additional amount or amounts as will compensate such Lender, LC Issuer, or Acceptance Lender, as the case may be, for Lender that portion of such increased cost expense incurred or reduction resulting 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.

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

Yield Protection. If, on or after the Closing Date, 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, applicable Lending Installation, LC Issuer, or Acceptance Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agencyLaw: (a) subjects any Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or Acceptance Lender in respect of its Eurodollar Loans, Facility LCs, Acceptances, or participations therein; (bi) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances); or; (cii) imposes any other condition (other than taxes, which are addressed in clause (iii) below) the result of which is to increase the cost to any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer of making, funding, funding or maintaining its Revolving Loan Commitment or Eurodollar Loans, Loans or of issuing or participating in Facility LCs or AcceptancesLCs, or reduces any amount receivable by any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer in connection with its Revolving Loan Commitment or Eurodollar Loans, Facility LCs, Acceptances, Loans or participations in Facility LCs or Acceptances(including participations therein), or requires any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to make any payment calculated by reference to the amount of Revolving Loan Commitment or Eurodollar Loans, Facility LCs, Acceptances, Loans or participations in Facility LCs or Acceptances (including participations therein) held or interest or LC Fees or Acceptance Fees received by it, by an amount deemed material by such Lender, Lender or the LC Issuer, as applicable; or (iii) subjects any Recipient to any taxes (other than (A) Taxes, (B) Other Taxes, (C) Excluded Taxes or Acceptance Lender(D) Other Connection Taxes on gross or net income, as the case may be; profits or revenue (including value-added or similar taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost to such Lender, Lender or applicable Lending Installation, the LC Issuer, Issuer or Acceptance Lender, as the case may be, any other Recipient of making or maintaining its Eurodollar Loans (in the case of the preceding clauses (i) or Commitment, (ii)) or Loans (in the case of preceding clause (iii)) or Revolving Loan Commitment or of issuing or participating in Facility LCs, or of accepting or participating in Acceptances as applicable, or to reduce the return received by such Lender, Lender or applicable Lending Installation, the LC Issuer, Issuer or Acceptance Lender, as the case may be, any other Recipient in connection with such Eurodollar Loans, Commitment, Facility LCs, Acceptances, Loans or participations in Revolving Loan Commitment or Facility LCs or Acceptances(including participations therein), then, within fifteen (15) days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender, the LC Issuer, Issuer or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1)other Recipient, as the case may beapplicable, the applicable Borrower or Borrowers shall pay such Lender, the LC Issuer, Issuer or Acceptance Lendersuch other Recipient, as the case may beapplicable, such additional amount or amounts as will compensate such Lender, the LC Issuer, Issuer or Acceptance Lendersuch other Recipient, as the case may beapplicable, for such increased cost or reduction in amount received.

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

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

Yield Protection. If, on or after the Closing Datedate hereof, the adoption of or any change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency:Lender therewith, (a) subjects any Lender, Lender or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or 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, LC Issuer Lender or Acceptance Lender Lending Installation in respect of its Eurodollar LIBOR Loans or other amounts due it hereunder with respect to its LIBOR Loans, Facility LCs, Acceptances, or participations therein;or (b) with respect to LIBOR Loans, imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesLIBOR Loans); , or (c) imposes any other condition the result of which is to increase the cost to any Lender, Lender or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation of making, funding, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs or Acceptances, LIBOR Loans or reduces any amount receivable by any Lender, Lender or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation in connection with its Eurodollar LIBOR Loans, Facility LCs, Acceptances, or participations in Facility LCs or Acceptances, or requires any Lender, Lender or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs, Acceptances, or participations in Facility LCs or Acceptances LIBOR Loans held or interest or LC Fees or Acceptance Fees received by itit in respect thereof, by an amount deemed material by such Lenderand, LC Issuer, or Acceptance Lender, as in the case may be; and the result of any of Section 3.1(a), (b) or (c), the foregoing is Lender shall in good faith determine the amount of such increased expense incurred or reduction in amount received to increase the cost to such Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender, as the case may be, of making or maintaining its Eurodollar Loans or Commitment, of issuing or participating in Facility LCs, or of accepting or participating in Acceptances or to reduce the return received by such Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs, Acceptances, or participations in Facility LCs or Acceptancesbe material, then, within fifteen 15 days of demand by such Lender, LC Issuer, the Borrower shall pay such Lender that portion of such increased expense incurred or Acceptance Lender reduction in an amount received (other than any such demand to be made within 180 days of expense or reduction for which the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is Lenders are also entitled to compensation pursuant to this Section 3.12.17(a)) which such Lender determines is attributable to making, as the case may be, the applicable Borrower or Borrowers shall pay such Lender, LC Issuer, or Acceptance Lender, as the case may be, such additional amount or amounts as will compensate such Lender, LC Issuer, or Acceptance Lender, as the case may be, for such increased cost or reduction in amount receivedfunding and maintaining its Loans and its Commitment.

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

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

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

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

Yield Protection. If, on or after the Closing Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline, or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agencyLaw: (ai) subjects any Lenderimposes, applicable Lending Installation, LC Issuer, or Acceptance Lender to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or Acceptance Lender in respect of its Eurodollar Loans, Facility LCs, Acceptances, or participations therein; (b) imposes or increases modifies or deems applicable any reserve, assessment, insurance charge, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or any Issuing Lender; (ii) subjects any Lender or Issuing Lender to any Tax of any kind whatsoever (except for Indemnified Taxes or Other Taxes covered by ‎Section 3.05 and Excluded Taxes) on its loans, applicable Lending Installationloan principal, LC Issuerletters of credit, commitments, or Acceptance Lender (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (ciii) imposes on any Lender or any Issuing Lender the London interbank market any other condition the result of which is to increase the condition, cost to any Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender of making, funding, expense affecting this Agreement or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs or Acceptances, or reduces any amount receivable by any Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender in connection with its Eurodollar Loans, Facility LCs, Acceptances, or participations in Facility LCs or Acceptances, or requires any Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs, Acceptances, or participations in Facility LCs or Acceptances held or interest or LC Fees or Acceptance Fees received by it, by an amount deemed material Eurocurrency Loans made by such Lender, LC Issuer, Lender or Acceptance Lender, as the case may beany Letter of Credit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such LenderLender of making, applicable Lending Installationcontinuing, LC Issuerconverting to or maintaining any Eurocurrency Loans (or, in the case of a Change in Law with respect to Taxes, any Loan) or of maintaining its obligation to make any such Loan, or Acceptance Lenderto increase the cost to such Lender or Issuing Lender of participating in, as the case may be, of making issuing or maintaining its Eurodollar Loans or Commitment, any Letter of issuing or participating in Facility LCs, Credit (or of accepting maintaining its obligation to participate in or participating in Acceptances to issue any Letter of Credit), or to reduce the return amount of any sum received or receivable by such Lender or Issuing Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or Issuing Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs, Acceptances, or participations in Facility LCs or Acceptances, then, within fifteen days of demand by such Lender, LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, the applicable Borrower or Borrowers shall pay to such Lender, LC Issuer, Lender or Acceptance Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender, LC Issuer, Lender or Acceptance Issuing Lender, as the case may be, for such increased cost additional costs incurred or reduction in amount receivedsuffered. Notwithstanding the foregoing, no Lender or Issuing Lender shall be entitled to seek compensation under this ‎Section 3.01 unless such Lender or Issuing Lender is generally seeking compensation from other borrowers that are similarly situated to and of similar creditworthiness with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions similar to this ‎Section 3.01.

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

Yield Protection. If, on or after the Closing Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline, guideline or directive (whether or not having the force of law), or any change in 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, bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, the Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank, bank or comparable agency: (a) 3.1.1 subjects the Lender or any Lender, applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, the Lender or the LC Issuer or Acceptance Lender in respect of its Eurodollar Eurocurrency Loans, Facility LCs, Acceptances, LCs or participations therein;, or (b) 3.1.2 imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any Lender, applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances); , or (c) 3.1.3 imposes any other condition the result of which is to increase the cost to the Lender or any Lender, applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer of making, funding, funding or maintaining its Eurodollar LoansEurocurrency Loans or Commitment (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than euro into a Loan denominated in euro), or of issuing or participating in Facility LCs or AcceptancesLCs, or reduces any amount receivable by the Lender or any Lender, applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer in connection with its Eurodollar LoansEurocurrency Loans or Commitment, Facility LCs, Acceptances, or participations in Facility LCs or Acceptancesparticipations therein, or requires the Lender or any Lender, applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to make any payment calculated by reference to the amount of Eurodollar LoansEurocurrency Loans or Commitment, Facility LCs, Acceptances, or participations in Facility LCs or Acceptances participants therein held or interest or of LC Fees or Acceptance Fees received by it, by an amount deemed material by such Lender, the Lender or the LC Issuer, or Acceptance Lender, as the case may be; , and the result of any of the foregoing is to increase the cost to such Lender, the Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than euro into a Loan denominated in euro) or Commitment, Commitment or of issuing or participating in Facility LCs, or of accepting or participating in Acceptances LCs or to reduce the return received by such Lender, the Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Loans, Eurocurrency Loans or Commitment, or Facility LCs, Acceptances, or participations in Facility LCs or Acceptances, then, within fifteen (15) days of demand by such the Lender, LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, the applicable Borrower or Borrowers shall pay such Lender, LC Issuer, or Acceptance Lender, as the case may be, Lender such additional amount or amounts as will compensate such Lender, the Lender or the LC Issuer, or Acceptance Lender, as the case may be, for such increased cost or reduction in amount received.

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

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

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

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

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

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

Yield Protection. If, on or after the Closing Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank, bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank, bank or comparable agency: (ai) subjects any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or Acceptance Lender in respect of its Eurodollar Loans, Facility LCs, Acceptances, LCs or participations therein;, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances); , or (ciii) imposes any other condition the result of which is to increase the cost to any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer of making, funding, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs or AcceptancesLCs, or reduces any amount receivable by any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer in connection with its Eurodollar Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptancestherein, or requires any Lender, Lender or any applicable Lending Installation, Installation or LC Issuer, or Acceptance Lender Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptances therein held or interest or LC Fees or Acceptance Fees received by it, by an amount deemed material by such Lender, Lender or the LC Issuer, or Acceptance Lender, Issuer as the case may be; , and the result of any of the foregoing is to increase the cost to such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, of making or maintaining its Eurodollar Loans or Commitment, Commitment or of issuing or participating in Facility LCs, or of accepting or participating in Acceptances LCs or to reduce the return received by such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs, Acceptances, Commitment or participations in Facility LCs or Acceptancesparticipations therein, then, if such Lender, applicable Lending Institution or the LC Issuer makes demand on the Borrower within fifteen 180 days of such occurrence, within 30 days of demand by such Lender, Lender or the LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, the applicable Borrower or Borrowers shall pay such Lender, Lender or the LC Issuer, or Acceptance Lender, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer, or Acceptance Lender, 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 Closing Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank, bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank, bank or comparable agency: (a) : subjects any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or Acceptance Lender in respect of its Eurodollar Eurocurrency Loans, Facility LCs, Acceptances, LCs or participations therein; (b) , or imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances); or (c) , or imposes any other condition the result of which is to increase the cost to any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer of making, funding, funding or maintaining its Eurodollar LoansEurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in Facility LCs or AcceptancesLCs, or reduces any amount receivable by any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptancestherein, or requires any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptances therein held or interest or LC Fees or Acceptance Fees received by it, by an amount deemed material by such Lender, Lender or the LC Issuer, or Acceptance Lender, Issuer as the case may be; , and the result of any of the foregoing is to increase the cost to such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment, Commitment or of issuing or participating in Facility LCs, or of accepting or participating in Acceptances or to reduce the return received by such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Eurocurrency Loans, Commitment, Facility LCs, Acceptances, Commitment or participations in Facility LCs or Acceptancesparticipations therein, then, within fifteen 15 days of demand by such Lender, Lender or the LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, the applicable Borrower or Borrowers shall pay such Lender, Lender or the LC Issuer, or Acceptance Lender, as the case may be, such additional amount or amounts as will compensate such Lender, LC Issuer, or Acceptance Lender, as the case may be, Lender for such increased cost or reduction in amount received.

Yield Protection. If, on or after the Closing Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank, bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank, bank or comparable agency: (ai) subjects any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or Acceptance Lender in respect of its Eurodollar Loans, Facility LCs, Acceptances, LCs or participations therein;, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances); , or (ciii) imposes any other condition the result of which is to increase the cost to any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer of making, funding, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs or Acceptances, or reduces any amount receivable by any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer in connection with its Eurodollar Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptancestherein, or requires any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptances therein held or interest or LC Fees or Acceptance Fees received by it, by an amount deemed material by such Lender, Lender or the LC Issuer, or Acceptance Lender, as the case may be; , and the result of any of the foregoing is to increase the cost to such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, of making or maintaining its Eurodollar Loans 25 Loans, or Commitment, Commitment or of issuing or participating in Facility LCs, or of accepting or participating in Acceptances LCs or to reduce the return received by such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs, Acceptances, participations therein or participations in Facility LCs or AcceptancesCommitment, then, within fifteen 15 days of demand by such Lender, Lender or the LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, the applicable Borrower or Borrowers shall pay such Lender, LC Issuer, or Acceptance Lender, as the case may be, Lender such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer, or Acceptance Lender, as the case may be, for such increased cost or reduction in amount received.

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

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

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

Yield Protection. If, on or after the Closing Datedate of this Agreement, the ---------------- adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank, bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank, bank or comparable agency: (ai) subjects any Lender, such Lender or such applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, such Lender or the LC Issuer or Acceptance Lender in respect of its Eurodollar Loans, Facility LCs, Acceptances, LCs or participations therein;, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, such Lender or such applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances); , or (ciii) imposes any other condition the result of which is to increase the cost to any Lender, such Lender or such applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer of making, funding, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs or AcceptancesLCs, or reduces any amount receivable by any Lender, such Lender or such applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer in connection with its Eurodollar Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptancestherein, or requires any Lender, such Lender or such applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptances therein held or interest or LC Fees or Acceptance Fees received by it, by an amount deemed material by such Lender, Lender or the LC Issuer, or Acceptance Lender, Issuer as the case may be; , and the result of any of the foregoing is to increase the cost to such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, of making or maintaining its Eurodollar Loans or Commitment, Commitment or of issuing or participating in Facility LCs, or of accepting or participating in Acceptances LCs or to reduce the return received by such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptancestherein, then, within fifteen 15 days of after written demand by such Lender, Lender or the LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, showing in reasonable detail the applicable 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 or Borrowers shall pay such Lender, Lender or the LC Issuer, or Acceptance Lender, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer, or Acceptance Lender, 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 after the Closing Date, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or provided compliance by any Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender with any request or directive (whether or therewith is customary practice if not having the force of law) ), or any interpretation thereof, or the compliance of any such authorityLender, central bank, Swing Loan Lender or comparable agency:LC Issuer therewith, (ai) subjects any Lender, Swing Loan Lender or LC Issuer or any applicable Lending InstallationInstallation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by such Lender's, Swing Loan Lender's or LC Issuer's, as the case may be, income by the United States of America or any Governmental Authority of the jurisdiction under the laws of which such Lender, Swing Loan Lender or LC Issuer, as the case may be, is organized or Acceptance Lender to any Taxesmaintains its Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Swing Loan Lender or LC Issuer or Acceptance Lender in respect of its Eurodollar Loans, Facility LCsLCs or other amounts due it hereunder, Acceptances, or participations therein;or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Swing Loan Lender or LC Issuer or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances); , or (ciii) imposes any other condition condition, in each case, the result of which is to increase the cost to any Lender, Swing Loan Lender or LC Issuer or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation of making, funding, issuing or maintaining its Eurodollar Loans, Loans or of issuing or participating in Facility LCs or Acceptances, or reduces any amount receivable by any Lender, Swing Loan Lender or LC Issuer or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation in connection with its Eurodollar Loans, Loans or Facility LCs, Acceptances, or participations in Facility LCs or Acceptances, or requires any Lender, Swing Loan Lender or LC Issuer or any applicable Lending Installation, LC Issuer, or Acceptance Lender Installation to make any payment calculated by reference to the amount of Eurodollar LoansLoans held, Facility LCs, Acceptances, or participations in Facility LCs or Acceptances held issued or interest or LC Fees or Acceptance Fees fees received by it, by an amount deemed material by such Lender, Swing Loan Lender or LC Issuer, or Acceptance Lender, as the case may be; and the result of any of the foregoing is to increase the cost to such Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender, as the case may be, of making or maintaining its Eurodollar Loans or Commitment, of issuing or participating in Facility LCs, or of accepting or participating in Acceptances or to reduce the return received by such Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs, Acceptances, or participations in Facility LCs or Acceptances, then, within fifteen 15 days of demand by such Lender, Swing Loan Lender or LC Issuer, or Acceptance Lender (any such demand the Borrower shall pay to be made within 180 days the Administrative Agent for the account of the date such Lender, Swing Loan Lender or LC Issuer, or Acceptance Lender obtains knowledge Issuer that it is entitled to compensation pursuant to this Section 3.1), as the case may be, the applicable Borrower or Borrowers shall pay such Lender, LC Issuer, or Acceptance Lender, as the case may be, such additional amount or amounts as will compensate such Lender, LC Issuer, or Acceptance Lender, as the case may be, for portion of such increased cost expense incurred or reduction in an amount received.received which such

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

Yield Protection. If, on or after the Closing Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank, bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank, bank or comparable agency: (ai) subjects any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or Acceptance Lender in respect of its Eurodollar Loans, Facility LCs, Acceptances, LCs or participations therein;, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances); , or (ciii) imposes any other condition the result of which is to increase the cost to any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer of making, funding, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs or AcceptancesLCs, or reduces any amount receivable by any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer in connection with its Eurodollar Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptancestherein, or requires any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptances therein held or interest or LC Fees or Acceptance Fees received by it, by an amount deemed material by such Lender, Lender or the LC Issuer, or Acceptance Lender, Issuer as the case may be; , and the result of any of the foregoing is to increase the cost to such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, of making or maintaining its Eurodollar Loans or Commitment, Commitment or of issuing or participating in Facility LCs, or of accepting or participating in Acceptances LCs or to reduce the return received by such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptancestherein, then, within fifteen 15 days of demand by such Lender, Lender or the LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, the applicable Borrower or Borrowers shall pay such Lender, Lender or the LC Issuer, or Acceptance Lender, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer, or Acceptance Lender, 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 Closing Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank, bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank, bank or comparable agency: (ai) subjects any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or Acceptance Lender in respect of its Eurodollar Loans, Facility LCs, Acceptances, LCs or participations therein;, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances); , or (ciii) imposes any other condition the result of which is to increase the cost to any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer of making, funding, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs or AcceptancesLCs, or reduces any amount receivable by any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer in connection with its Eurodollar Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptancestherein, or requires any Lender, Lender or any applicable Lending Installation, Installation or LC Issuer, or Acceptance Lender Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptances therein held or interest or LC Fees or Acceptance Fees received by it, by an amount deemed material by such Lender, Lender or the LC Issuer, or Acceptance Lender, Issuer as the case may be; , and the result of any of the foregoing is to increase the cost to such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, of making or maintaining its Eurodollar Loans or Commitment, Commitment or of issuing or participating in Facility LCs, or of accepting or participating in Acceptances LCs or to reduce the return received by such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs, Acceptances, Commitment or participations in Facility LCs or Acceptancesparticipations therein, then, if such Lender, applicable Lending Institution or the LC Issuer makes demand on the Borrower within fifteen 180 days of such occurrence, within 30 days of demand by such Lender, Lender or the LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, the applicable Borrower or Borrowers shall pay such Lender, LC Issuer, or Acceptance Lender, as the case may be, such additional amount or amounts as will compensate such Lender, LC Issuer, or Acceptance Lender, as the case may be, for such increased cost or reduction in amount received.pay

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

Yield Protection. If, on or after the Closing Datedate 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, applicable Lending Installation, LC Issuer, or Acceptance Lender 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, Lender or any applicable Lending Installation, the LC Issuer, or Acceptance Lender the Administrative Agent to any Taxes, or changes the basis of taxation of payments Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) to any Lenderon its loans, LC Issuer or Acceptance Lender in respect loan principal, letters of its Eurodollar Loanscredit, Facility LCs, Acceptancescommitments, or participations therein;other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesTerm SOFR Advances and Daily Term SOFR Loans); , or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer of making, funding, funding or maintaining its Eurodollar Term SOFR Loans or Daily Term SOFR Loans, or of issuing or participating in Facility LCs or AcceptancesLCs, or reduces any amount receivable by any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer in connection with its Eurodollar Term SOFR Loans, or Daily Term SOFR Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptancestherein, or requires any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to make any payment calculated by reference to the amount of Eurodollar Term SOFR Loans, or Daily Term SOFR Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptances therein held or interest or LC Fees or Acceptance Fees received by it, by an amount deemed material by such Lender, Lender or the LC Issuer, or Acceptance Lender, Issuer as the case may be; , and the result of any of the foregoing is to increase the cost to such Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender, as the case may be, Person of making or maintaining its Eurodollar Loans or Commitment, Commitment or of issuing or participating in Facility LCs, or of accepting or participating in Acceptances LCs or to reduce the return amount received by such Lender, applicable Lending Installation, LC Issuer, or Acceptance Lender, as the case may be, Person in connection with such Eurodollar Loans, Loans or Commitment, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptancestherein, then, within fifteen (15) days of after demand by such Lender, LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may bePerson, the applicable Borrower or Borrowers shall pay such Lender, LC Issuer, or Acceptance LenderPerson, as the case may be, such additional amount or amounts as will compensate such Lender, LC Issuer, or Acceptance Lender, as the case may be, Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 270 days prior to the date that such Person notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

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

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

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

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

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

Yield Protection. If, on or after the Closing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank, bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank, bank or comparable agency: (a) subjects any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or Acceptance Lender in respect of its Eurodollar Fixed Rate Loans, Facility LCs, Acceptances, LCs or participations therein;, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Fixed Rate Advances); , or (c) imposes any other condition the result of which is to increase the cost to any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer of making, funding, funding or maintaining its Eurodollar Fixed Rate Loans, or of issuing or participating in Facility LCs or AcceptancesLCs, or reduces any amount receivable by any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer in connection with its Eurodollar Fixed Rate Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptancestherein, or requires any Lender, Lender or any applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender Issuer to make any payment calculated by reference to the amount of Eurodollar Fixed Rate Loans, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptances therein held or interest or LC Fees or Acceptance Fees received by it, by an amount deemed material by such Lender, Lender or the LC Issuer, or Acceptance Lender, Issuer as the case may be; , 44 and the result of any of the foregoing is to increase the cost to such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, of making or maintaining its Eurodollar Fixed Rate Loans or Commitment, Commitment or of issuing or participating in Facility LCs, or of accepting or participating in Acceptances LCs or to reduce the return received by such Lender, Lender or applicable Lending Installation, Installation or the LC Issuer, or Acceptance Lender, as the case may be, in connection with such Eurodollar Fixed Rate Loans, Commitment, Facility LCs, Acceptances, LCs or participations in Facility LCs or Acceptancestherein, then, within fifteen 15 days of demand by such Lender, Lender or the LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, the applicable Borrower or Borrowers shall pay such Lender, Lender or the LC Issuer, or Acceptance Lender, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer, or Acceptance Lender, as the case may be, for such increased cost or reduction in amount received.

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

Yield Protection. If, on or after the Closing Datedate of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank, bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, Lender or applicable Lending Installation, LC Issuer, Installation or Acceptance the Issuing Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, bank or comparable agency:, including, without limitation, the adoption after the Closing Date of any rule, regulation, policy, guideline or directive promulgated under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (collectively, “Change in Law”): (ai) subjects any Lender, Lender or any applicable Lending Installation, LC Issuer, Installation or Acceptance the Issuing Lender to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer Lender or Acceptance the Issuing Lender in respect of its Eurodollar Eurocurrency Loans, Facility LCs, Acceptances, Letters of Credit or participations therein;, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit, deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or any applicable Lending Installation, LC Issuer, Installation or Acceptance the Issuing Lender (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesFixed Rate Borrowings); , or (ciii) imposes any other condition the result of which is to increase the cost to any Lender, Lender or any applicable Lending Installation, LC Issuer, Installation or Acceptance the Issuing Lender of making, funding, funding or maintaining its Eurodollar Fixed Rate Loans, or of issuing or participating in Facility LCs or AcceptancesLetters of Credit, or reduces any amount receivable by any Lender, Lender or any applicable Lending Installation, LC Issuer, Installation or Acceptance the Issuing Lender in connection with its Eurodollar Fixed Rate Loans, Facility LCs, Acceptances, Letters of Credit or participations in Facility LCs or Acceptancestherein, or requires any Lender, Lender or any applicable Lending Installation, LC Issuer, Installation or Acceptance the Issuing Lender to make any payment calculated by reference to the amount of Eurodollar Fixed Rate Loans, Facility LCs, Acceptances, Letters of Credit or participations in Facility LCs or Acceptances therein held or interest or LC Fees or Acceptance Facility Letter of Credit Fees received by it, by an amount deemed material by such Lender, LC Issuer, Lender or Acceptance Lender, the Issuing Lender as the case may be; , and the result of any of the foregoing is to increase the cost to such Lender, Lender or applicable Lending Installation, LC Issuer, Installation or Acceptance the Issuing Lender, as the case may be, of making or maintaining its Eurodollar Fixed Rate Loans or Commitment, Commitment or of issuing or participating in Facility LCs, or Letters of accepting or participating in Acceptances Credit or to reduce the return received receivable by such Lender, Lender or applicable Lending Installation, LC Issuer, Installation or Acceptance the Issuing Lender, as the case may be, in connection with such Eurodollar Fixed Rate Loans, Commitment, Facility LCs, Acceptances, Letters of Credit or participations in Facility LCs or Acceptancestherein, then, within fifteen days of demand ten (10) Business Days after receipt by the Borrower from such Lender or the Issuing Lender, LC Issuer, or Acceptance Lender (any such demand to be made within 180 days of the date such Lender, LC Issuer, or Acceptance Lender obtains knowledge that it is entitled to compensation pursuant to this Section 3.1), as the case may be, of the applicable statement referred to in the next sentence, the Borrower or Borrowers shall pay such Lender, LC Issuer, Lender or Acceptance the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender, LC Issuer, Lender or Acceptance the Issuing Lender, as the case may be, for such increased cost or reduction in amount receivedreceivable. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 3.1, which statement shall be conclusive and binding upon all parties hereto absent manifest error.`