Common use of Yield Protection Clause in Contracts

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, rule, regulation, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitments, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, Issuer or the Administrative Agent to any Taxes (other than with respect to (i) Indemnified Taxes, (ii) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes, (iii) Connection Income Taxes and (iv) Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesEurodollar Advances and Daily Eurodollar Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurodollar Loans or Daily Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with its Eurodollar Loans, or Daily Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, or Daily Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or such LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower Borrowers shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received; provided that such demand is made within 270 days after the occurrence of any such Change in Law; provided further, that if the Change in Law is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, after the date of this Agreement, there occurs (a) If any adoption of or change in any law, rule, regulation, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which:, (ai) subjects the Agent or any Lender Bank or any applicable Lending Installation, any LC Issuer, or the Administrative Agent Installation to any Taxes (other than with respect to Indemnified Taxestax, Excluded Taxesduty, and Other Taxes) charge, withholding levy, imposts, deduction, assessment or fee on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretothereto (other than (A) Taxes, (B) Excluded Taxes, and (C) Other Taxes), or (bii) imposes or increases or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, by any Lender Bank or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account including any reserve costs under Regulation D with respect to Eurocurrency liabilities (as defined in determining the interest rate applicable to AdvancesRegulation D)), or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender Bank or any applicable Lending Installation or LC Issuer of making, continuing, converting into, funding or maintaining its Loans, or of issuing or participating in Facility LCsAdvances, or reduces any amount receivable by any Lender Bank or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations therein, Advances or requires any Lender Bank or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held its Outstanding Credit Exposure or interest or LC Fees received by it, by an amount deemed material by such Lender Bank, or (iv) affects the amount of capital or LC Issuerliquidity required or expected to be maintained by any Bank or any applicable Lending Installation or any corporation controlling any Bank and such Bank determines the amount of capital or liquidity required is increased by or based upon the existence of this Agreement or its obligation to make Advances hereunder or of commitments of this type, then, upon presentation by the Agent or such Bank to the Company of a certificate (as referred to in the immediately succeeding sentence of this Section 4.1) setting forth the basis for such determination and the additional amounts reasonably determined by the Agent or such Bank for the period of up to ninety (90) days prior to the date on which such certificate is delivered to the Company and the Agent, to be sufficient to compensate the Agent or such Bank, as applicable, in light of such circumstances, the case Company shall within thirty (30) days of such delivery of such certificate pay to the Agent for its own account or for the account of the Agent or such Bank, as applicable, the specified amounts set forth on such certificate. The Agent or the affected Bank, as applicable, shall deliver to the Company and the Agent a certificate setting forth the basis of the claim and specifying in reasonable detail the calculation of such increased expense, which certificate shall be prima facie evidence as to such increase and such amounts. The Agent or an affected Bank, as applicable, may bedeliver more than one certificate to the Company during the term of this Agreement. In making the determinations contemplated by the above-referenced certificate, the Agent and any Bank may make such reasonable estimates, assumptions, allocations and the like that the Agent or such Bank, as applicable, in good faith determines to be appropriate, and the result Agent’s or such Bank’s selection thereof in accordance with this Section 4.1 shall be conclusive and binding on the Company, absent manifest error. (b) No Bank shall be entitled to demand compensation or be compensated hereunder to the extent that such compensation relates to any period of time more than ninety (90) days prior to the date upon which such Bank first notified the Company of the occurrence of the event entitling such Bank to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the retroactive application of any of event so notified to the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitments, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount receivedCompany).

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, rule, regulation, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitments, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Designated Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. (a) If, on or after the date of this AgreementOriginal Closing Date, there occurs any the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any lawGovernmental Authority charged with the interpretation or administration thereof, rule, regulation, guideline, interpretation, or compliance by any Lender (or its Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (i) shall subject any Lender (or its Lending Office) to any Taxes (other than net income Taxes (including branch profits Taxes), franchise Taxes and other similar Taxes), with respect to its Eurodollar Loans, its Revolving Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurodollar Loans, issue a Letter of Credit, or to participate therein (other than Taxes subject to Section 10.1(a)); or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or shall impose on any Lender (or its Lending Office) or on the interbank market any other condition affecting its Eurodollar Loans, its Revolving Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Eurodollar Loans, or to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) of making or maintaining any Eurodollar Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) under this Agreement or under any other Loan Document with respect thereto, by an amount deemed by such Lender to be material, then, within 30 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction to the extent that such Lender requests indemnification for any such costs or losses from the Borrower within one hundred and eighty (180) days of such Lender’s incurrence thereof. (b) If, after the Original Closing Date, any Lender or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change therein, or any change in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, includingor compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority has had the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, notwithstanding change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, within 30 days after demand by such Lender (with a copy to the foregoingAdministrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction to the extent that such Lender requests compensation for such amounts within one hundred and eighty (180) days of such Lender’s incurrence thereof. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or directives any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (xii) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or (y) promulgated by the Bank for International Settlementsissued in connection therewith or in implementation thereof, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authoritiesshall, in each case under clause (y) pursuant case, be deemed to Basel III, and be a change in each case under clauses (x) and (y)law, regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated issued or implemented, implemented (but solely to the extent the relevant increased costs or compliance loss of yield would otherwise have been subject to compensation by any Lender or the Borrower under the applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which:increased cost provisions). (ad) subjects any A Lender or any applicable Lending Installation, any LC Issuer, or claiming compensation under this Section 8.4 shall only be entitled to reimbursement by the Administrative Agent to any Taxes Borrower (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxesi) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by if such Lender or LC Issuer, as has delivered to Borrower a certificate claiming compensation under this Section 8.4 and setting forth the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitments, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate to be paid to it hereunder at the time of such Person for demand, which shall be conclusive absent manifest error (it being understood that in determining such increased cost or reduction amount, such Lender may use any reasonable averaging and attribution methods) and (ii) to the extent the applicable Lender is generally requiring reimbursement therefor from similarly situated United States borrowers under comparable syndicated credit facilities; provided that, in amount receivedconnection with asserting any such claim, no confidential information need be disclosed.

Yield Protection. If, on or after the date of this AgreementClosing Date, there occurs any the adoption of any law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, 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, promulgation, implementation interpretation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”; provided, however, that notwithstanding anything herein to the contrary, (i) which:the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented): (ai) subjects 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 or any applicable Lending InstallationInstallation (other than reserves and assessments reflected in the interest rate applicable to Eurocurrency Advances), (ii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Loans or reduces any LC Issueramount receivable by any Lender or any applicable Lending Installation in connection with its Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the Administrative Agent to any Taxes amount of Loans held or interest received by it, by an amount deemed material by such Lender (in each case, other than with respect to Indemnified Taxesany taxes and other than with respect to any cost reflected in the interest rate applicable to Eurocurrency Advances), Excluded Taxesor (iii) subjects any Person to any taxes, duties, levies, imposts, deductions, assessments, fees, charges or withholdings, and Other Taxesall liabilities (including interest, additions to tax and penalties) with respect to the foregoing, on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer thereto (other than reserves Excluded Taxes and assessments taken into account in determining the interest rate applicable to Advanceswithout duplication of any Taxes and Other Taxes indemnified by Section 3.5), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person or applicable Lending Installation of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs Commitment or to reduce the amount return received by such Person or applicable Lending Installation in connection with such Loans or Commitments, Facility LCs or participations thereinCommitment, then, within fifteen (15) 15 days after of demand by such Person, the Borrower shall pay such Person, as the case may be, Person such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this AgreementEffective Date, there occurs any adoption of law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) is adopted, or any change is made in the its interpretation, promulgation, implementation implementation, or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank bank, or comparable agency charged with the interpretation interpreting or administration thereofadministering it, including, notwithstanding the foregoing, all requests, rules, guidelines guidelines, or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, adopted or issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank bank, or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (a) a. subjects any Lender or any applicable Lending Installation, Installation or any LC Issuer, or the Administrative Agent Issuer to any Taxes taxes, duties, levies, imposts, deductions, charges or withholdings (other than with respect to Indemnified Taxes, Other Taxes or Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) b. imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable that applies to Eurocurrency Advances), or (c) c. imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or any LC Issuer of making, funding funding, or maintaining its Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with its Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or such LC Issuer, Issuer as the case may be, ; and the result of any of the foregoing is to increase the cost to such Person Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount return received by such Person Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Loans or CommitmentsCommitment, Facility LCs LCs, or participations thereinin any of them, then, within fifteen (15) 15 days after demand by such PersonLender or such LC Issuer, as the Borrower case may be, Company shall pay such PersonLender or such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Person Lender or such LC Issuer, as the case may be, for such increased cost or reduction in amount received; provided, however, that the Company shall not be required to compensate a Lender or an LC Issuer pursuant to this Section for any increased costs or reduced return incurred more than 180 days prior to the date that such Lender or such LC Issuer, as the case may be, notifies the Company of the change or other event giving rise to such increased costs or reductions and of such Lender’s or such LC Issuer’s intention to claim compensation therefor; provided further that, if the change or other event giving rise to such increased costs or reduced return is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Designated Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 deposit, liquidity, or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Daily Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount return received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. (a) If, on or after the date of this Agreementhereof, there occurs any the adoption of any applicable law, rule or regulation, or any change therein, or any change in any law, rule, regulation, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender (or applicable its Lending Installation or any LC Issuer Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichGovernmental Authority: (ai) subjects shall subject any Lender (or any applicable its Lending Installation, any LC Issuer, or the Administrative Agent Office) to any Taxes tax, duty or other charge (other than net income taxes (including branch profits taxes), franchise taxes and other similar taxes), with respect to Indemnified Taxesits Eurodollar Loans, Excluded Taxesits Revolving Notes, and Other Taxesits Letter(s) on its loans, loan principal, letters of credit, commitments, or other obligationsCredit, or its depositsparticipation in any thereof, reservesany Reimbursement Obligations owed to it or its obligation to make Eurodollar Loans, issue a Letter of Credit, or to participate therein (other liabilities or capital attributable thereto, than taxes subject to Section 10.1(a)); or (bii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or shall impose on any applicable Lender (or its Lending Installation Office) or LC Issuer (other than reserves and assessments taken into account in determining on the interest rate applicable to Advances), or (c) imposes interbank market any other condition (other than Taxesaffecting its Eurodollar Loans, its Revolving Notes, its Letter(s) the result of which is Credit, or its participation in any thereof, any Reimbursement Obligation owed to increase the cost it, or its obligation to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its make Eurodollar Loans, or to issue a Letter of issuing or participating in Facility LCsCredit, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations to participate therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, ; and the result of any of the foregoing is to increase the cost to such Person Lender (or its Lending Office) of making or maintaining its Loans or Commitments or of any Eurodollar Loan, issuing or maintaining a Letter of Credit, or participating in Facility LCs therein, or to reduce the amount of any sum received or receivable by such Person in connection Lender (or its Lending Office) under this Agreement or under any other Loan Document with respect thereto, by an amount deemed by such Loans or Commitments, Facility LCs or participations thereinLender to be material, then, within fifteen (15) 30 days after written demand by such PersonLender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Person, as the case may be, Lender such additional amount or amounts as will compensate such Person Lender for such increased cost or reduction in amount receivedto the extent that such Lender requests indemnification for any such costs or losses from the Borrower within one hundred and eighty (180) days of such Lender’s incurrence thereof.

Yield Protection. (a) If, on or after the date of this AgreementOriginal Closing Date, there occurs any the adoption of any applicable law, rule or regulation, or any change therein, or any change in any law, rule, regulation, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender (or applicable its Lending Installation or any LC Issuer Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichGovernmental Authority: (ai) subjects shall subject any Lender (or any applicable its Lending Installation, any LC Issuer, or the Administrative Agent Office) to any Taxes (other than net income Taxes (including branch profits Taxes), franchise Taxes and other similar Taxes), with respect to Indemnified Taxesits Eurodollar Loans, Excluded Taxesits Revolving Notes, and Other Taxesits Letter(s) on its loans, loan principal, letters of credit, commitments, or other obligationsCredit, or its depositsparticipation in any thereof, reservesany Reimbursement Obligations owed to it or its obligation to make Eurodollar Loans, issue a Letter of Credit, or to participate therein (other liabilities or capital attributable thereto, than Taxes subject to Section 10.1(a)); or (bii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or shall impose on any applicable Lender (or its Lending Installation Office) or LC Issuer (other than reserves and assessments taken into account in determining on the interest rate applicable to Advances), or (c) imposes interbank market any other condition (other than Taxesaffecting its Eurodollar Loans, its Revolving Notes, its Letter(s) the result of which is Credit, or its participation in any thereof, any Reimbursement Obligation owed to increase the cost it, or its obligation to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its make Eurodollar Loans, or to issue a Letter of issuing or participating in Facility LCsCredit, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations to participate therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, ; and the result of any of the foregoing is to increase the cost to such Person Lender (or its Lending Office) of making or maintaining its Loans or Commitments or of any Eurodollar Loan, issuing or maintaining a Letter of Credit, or participating in Facility LCs therein, or to reduce the amount of any sum received or receivable by such Person in connection Lender (or its Lending Office) under this Agreement or under any other Loan Document with respect thereto, by an amount deemed by such Loans or Commitments, Facility LCs or participations thereinLender to be material, then, within fifteen (15) 30 days after written demand by such PersonLender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Person, as the case may be, Lender such additional amount or amounts as will compensate such Person Lender for such increased cost or reduction in amount receivedto the extent that such Lender requests indemnification for any such costs or losses from the Borrower within one hundred and eighty (180) days of such Lender’s incurrence thereof.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, rule, regulation, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer or other Recipient with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects subject any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent Recipient to any Taxes (other than with respect to (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, Taxes and Other (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes impose, modify or increases or deems deem applicable any reserve, assessmentspecial deposit, compulsory loan, insurance charge, special deposit charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Term SOFR Rate or the Daily Simple SOFR Rate) or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Advances)Issuer, or (c) imposes impose on any Lender or any LC Issuer or any applicable interbank market any other condition condition, cost or expense (other than Taxes) the result of which is to increase the cost to any Lender affecting this Agreement or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material Loans made by such Lender or any Facility LC Issuer, as the case may beor participation therein, and the result of any of the foregoing is shall be to increase the cost to such Person Lender, such LC Issuer, or such other Recipient of making making, converting to, continuing or maintaining its Loans or Commitments any Loan or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, such LC Issuer or such other Recipient of participating in, issuing or participating maintaining any Facility LC (or of maintaining its obligation to participate in or to issue any Facility LCs LC), or to reduce the amount of any sum received or receivable by such Person in connection with such Loans Lender, LC Issuer or Commitmentsother Recipient hereunder (whether of principal, Facility LCs interest or participations thereinany other amount), then, upon request of such Lender, LC Issuer or other Recipient, the Borrower will pay to such Lender, LC Issuer or other Recipient, as the case may be, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person Lender, LC Issuer or other Recipient, as the case may be, for such increased cost additional costs incurred or reduction in amount receivedsuffered.

Yield Protection. (a) If, on or after the date of this AgreementAgreement (or with respect to any Lender, there occurs if later, the date on which such Lender becomes a Lender), the adoption or taking effect of any adoption of Law or change in any law, rule, regulation, guideline, interpretation, governmental or quasi-governmental policy or directive (whether or not having the force of law) Law), or any change in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authority or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, includingor compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of Law) of any such authority, central bank or comparable agency (any such event, a “Change in Law”; provided that notwithstanding anything herein to the foregoingcontrary, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder, issued in connection therewith or in implementation thereof (“▇▇▇▇-▇▇▇▇▇”) shall be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices Supervision (or any successor or similar authority) or the United States financial or foreign regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject shall be deemed to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, be a “Change in Law”) which:” regardless of the date enacted, adopted, issued or implemented): (ai) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent Recipient to any Taxes (other than with respect to (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, Taxes and Other (C) Connection Income Taxes) on its loansLoans, loan Loan principal, letters of creditFacility LCs, commitmentsCommitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances), or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of maintaining its Commitment or making, funding or maintaining its LoansEurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to its Commitment or the amount of Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and (A) the result of any of the foregoing is to increase the cost to such Person Lender or applicable Lending Installation or other Recipient, as the case may be, of making making, converting into, continuing or maintaining its Loans or Commitments Commitment or of issuing issuing, maintaining or participating in Facility LCs or to reduce the amount return received by such Person Lender or applicable Lending Installation or other Recipient, as the case may be, in connection with such Loans Loan, or CommitmentsCommitment, Facility LCs or participations therein, and (B) such Lender or the applicable Lending Installation or other Recipient, as the case may be, is generally demanding similar compensation from its other similar borrowers in similar circumstances, then, within fifteen (15) 30 days after of demand by such PersonLender or other Recipient, as the case may be, the relevant Borrower shall pay such PersonLender or other Recipient, as the case may be, such reasonable additional amount or amounts as will compensate such Person Lender or other Recipient for such increased cost or reduction in amount received, provided that the relevant Borrower shall not be required to pay such Lender or other Recipient pursuant to this Section 3.1(a) for such increased cost or reduction in amount received to the extent incurred more than 180 days prior to the date that such Lender or other Recipient, as the case may be, notifies such relevant Borrower of the Change in Law giving rise to such increased cost or reduction in amount received, provided further that, if the Change in Law giving rise to such increased costs or reduction in amount received is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. (a) If, on or after the date of this AgreementAgreement (or with respect to any Lender, there occurs if later, the date on which such Lender becomes a Lender), the adoption or taking effect of any adoption of Law or change in any law, rule, regulation, guideline, interpretation, governmental policy or directive (whether or not having the force of law) Law), or any change in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, includingor compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of Law) of any such authority, central bank or comparable agency (any such event, a “Change in Law”; provided that notwithstanding anything herein to the foregoingcontrary, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder, issued in connection therewith or in implementation thereof (“▇▇▇▇-▇▇▇▇▇”) shall be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices Supervision (or any successor or similar authority) or the United States financial or foreign regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject shall be deemed to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, be a “Change in Law”) which:” regardless of the date enacted, adopted, issued or implemented): (ai) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent Recipient to any Taxes (other than with respect to (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, Taxes and Other (C) Connection Income Taxes) on its loansLoans, loan Loan principal, letters of credit, commitmentsCommitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Advances)Installation, or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation maintaining its Commitment or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to its Commitment or the amount of Loans, Facility LCs or participations therein Loans held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may beLender, and (A) the result of any of the foregoing is to increase the cost to such Person Lender or applicable Lending Installation or other Recipient, as the case may be, of making making, converting into, continuing or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs maintaining or to reduce the amount return received by such Person Lender or applicable Lending Installation or other Recipient, as the case may be, in connection with such Loans Loan, or CommitmentsCommitment, Facility LCs and (B) such Lender or participations thereinthe applicable Lending Installation or other Recipient, as the case may be, is generally demanding similar compensation from its other similar borrowers in similar circumstances, then, within fifteen (15) 30 days after of demand by such PersonLender or other Recipient, as the case may be, the relevant Borrower shall pay such PersonLender or other Recipient, as the case may be, such reasonable additional amount or amounts as will compensate such Person Lender or other Recipient for such increased cost or reduction in amount received, provided that the relevant Borrower shall not be required to pay such Lender or other Recipient pursuant to this Section 3.1(a) for such increased cost or reduction in amount received to the extent incurred more than 180 days prior to the date that such Lender or other Recipient, as the case may be, notifies such relevant Borrower of the Change in Law giving rise to such increased cost or reduction in amount received, provided further that, if the Change in Law giving rise to such increased costs or reduction in amount received is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender Bank or applicable office, branch, subsidiary or affiliate (herein, a “Lending Installation or any LC Issuer Installation”) of such Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (ai) subjects any Lender Bank or any applicable Lending Installation, any LC Issuer, Installation or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesLibor Loans), or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender Bank or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, Libor Loans or reduces any amount receivable by any Lender Bank or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs Libor Loans or participations therein, or requires any Lender Bank or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs Libor Loans or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may beBank, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs Commitment or to reduce the amount return received by such Person in connection with such Loans or Commitments, Facility LCs Commitment or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authority, central bank or quasi- Governmental Authority or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices Supervision (or any successor or similar authority) ), or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any the Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichthat: (a) subjects any the Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes, Connection Income Taxes and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may beLender, and the result of any of the foregoing is to increase the cost to such Person the Lender of making making, continuing or maintaining its Loans or Commitments or of issuing or participating in Facility LCs or to reduce the amount received by such Person the Lender in connection with such Loans or Commitments, Facility LCs or participations thereinLoans, then, within fifteen (15) days promptly after demand by such Personthe Lender, the Borrower shall pay such Personthe Lender, as the case may be, such additional amount or amounts as will compensate such Person the Lender for such increased cost or reduction in amount received; provided, however, that the foregoing obligation shall only be imposed on the Borrower to the extent the same is imposed on similarly-situated borrowers.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Designated Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 deposit, liquidity, or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Term SOFR Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Term SOFR Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Term SOFR Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Term SOFR Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesLoans bearing interest based on the Eurocurrency Base Rate (“Eurocurrency Loans”)), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Loans, or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, Facility LCs Letters of Credit, or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Facility LCs Letters of Credit, or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person Lender or the LC Issuer of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs Letters of Credit or to reduce the amount return received by such Person Lender or the LC Issuer in connection with such Loans or CommitmentsCommitment, Facility LCs Letters of Credit or participations therein, then, within fifteen (15) days after demand by such PersonLender or the LC Issuer, the Borrower Borrowers shall pay such Person, as Lender or the case may be, LC Issuer such additional amount or amounts as will compensate such Person Lender or the LC Issuer for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, Installation or the Administrative Agent LC Issuer to any Taxes (other than Excluded Taxes), or changes the basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes) to any Lender or the LC Issuer, and Other Taxes) on in each case in respect of its loansEurodollar Loans, loan principalDaily Eurodollar Loans, letters of credit, commitments, Facility LCs or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoparticipations therein, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesEurodollar Advances or Daily Eurodollar Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans or Daily Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Daily Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Daily Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans, Daily Eurodollar Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount return received by such Person Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Daily Eurodollar Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such PersonLender or the LC Issuer, as the case may be, the Borrower shall pay such PersonLender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Person Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received. The Borrower will not be required to compensate a Lender or the LC Issuer pursuant to the foregoing provisions of this Section 3.1 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or the LC Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the LC Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then such nine (9) month period will be extended to include the period of retroactive effect thereof).

Yield Protection. If, after the date of this Agreement, there occurs (i) any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, includingor (ii) compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, notwithstanding central bank or comparable agency made by such authority, central bank or comparable agency after the date of this Agreement (any of the foregoing, a “Change in Law”, with the understanding that all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) authorities pursuant to Basel III, and shall constitute a “Change in each case under clauses (x) and (y), Law” regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesEurodollar Advances and Daily Eurodollar Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans or Daily Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, or Daily Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, or Daily Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, Person such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received, as the case may be; provided, however, that the Borrower shall not be required to compensate any Person for any such increased cost incurred or reduction suffered more than nine months prior to the date that such Person makes the aforesaid demand (except that if the Change in Law giving rise to such increased cost or reduction is retroactive, then such nine-month period shall be extended to include the period of retroactive effect thereof).

Yield Protection. If, after the date of this Agreement, there occurs (i) any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, includingor (ii) compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, notwithstanding central bank or comparable agency made by such authority, central bank or comparable agency after the date of this Agreement (any of the foregoing, a “Change in Law”, with the understanding that all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) authorities pursuant to Basel III, and shall constitute a “Change in each case under clauses (x) and (y), Law” regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by ) which:any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) Law which: (a) subjects any Lender or any applicable Lending Installation, any the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, compulsory loan, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesEurodollar Advances and Daily Eurodollar Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or, continuing, converting, or maintaining its Eurodollar Loans or Daily Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, or Daily Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, or Daily Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, Person such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received, as the case may be; provided, however, that the Borrower shall not be required to compensate any Person for any such increased cost incurred or reduction suffered more than nine months prior to the date that such Person makes the aforesaid demand (except that if the Change in Law giving rise to such increased cost or reduction is retroactive, then such nine-month period shall be extended to include the period of retroactive effect thereof).

Yield Protection. If(a) If (i) any law, rule, ----------- ---------------- regulation or guideline, whether or not having the force of law (including but not limited to any United States or foreign law, rule, regulation or guideline) or the enforcement, interpretation or administration thereof by any court or any administrative or governmental authority, central bank or comparable agency charged with the interpretation or administration thereof shall at any time after the date of this Agreement (A) impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, pursuant to Regulation D of the Board of Governors of the Federal Reserve System) against credits or commitments to extend credit extended by, or participations therein by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, any Bank or any Participant (or any Lending Office thereof), or (B) subject credits or commitments to extend credit extended by any Bank or any Participant (or any Lending Office thereof) to any assessment or other cost imposed by the Federal Deposit Insurance Corporation or any successor thereto, or (C) impose on any Bank or any Participant (or any Lending Office thereof) any other or similar condition regarding this Agreement, there occurs the commitments or obligations of any adoption Bank or any Participant (or any Lending Office thereof) hereunder or the participation of such Participant (or change in any Lending Office thereof) therein, or (ii) under any law, rule, regulation, regulation or guideline, interpretationwhether or not having the force of law (including but not limited to any United States or foreign law, rule, regulation or guideline) or the enforcement, interpretation or administration thereof by any court or any administrative or governmental authority, central bank or comparable agency charged with the interpretation or administration thereof presently or at any time hereafter in effect, the obligations of any Bank or any Participant hereunder shall be treated as a letter of credit or similar obligation for purposes of (A) any applicable reserve, special deposit or similar requirement (including, without limitation, pursuant to Regulation D of the Board of Governors of the Federal Reserve System) or (B) any assessment or other cost imposed by the Federal Deposit Insurance Corporation or any successor thereto, or directive (C) any other or similar condition regarding this Agreement, the commitments or obligations of any Bank (or any Lending Office thereof) hereunder or the participation of such Participant (or any Lending Office thereof) therein, and the result of any event referred to in clause (i) or (ii) above shall be to increase the cost to such Bank or such Participant (or such Lending Office thereof) of making, funding or maintaining (or agreeing to make, fund or maintain) its Loans or its commitments or obligations hereunder or its participation therein by an amount which such Bank or such Participant shall in its reasonable judgment deem to be material (which increase in cost shall be the result of the reasonable allocation by such Bank or such Participant, as the case may be, of the aggregate of such cost increases resulting from such events), then, MBIA shall pay to the Administrative Agent ---- (for the account of such Bank or such Participant, as the case may be) from time to time as specified by such Bank (which shall be at least 30 days after the related notice from such Bank or such Participant given pursuant to Section 3.4(c)) additional amounts which shall be sufficient to compensate such Bank or Participant, as the case may be, for such increased cost, together with interest on each such amount from the date payment is due until the date of payment in full thereof at the rate set forth in Section 3.6(g); provided that -------- no Bank or Participant shall be entitled under this Section 3.4(a) to compensation for any increased costs incurred earlier than one year prior to the date of notice thereof to MBIA or, in the case of compensation relating to a reserve, special deposit or similar requirement pursuant to clause (i) (A) of this Section 3.4(a), earlier than the date of notice thereof to MIBIA. (b) If any Bank or any Participant shall have determined in its reasonable judgment that the adoption after the date hereof of any law, rule, regulation or guideline (whether or not having the force of law) regarding capital adequacy (including but not limited to any United States or foreign law, rule, regulation or guideline), or any change in any applicable law, rule, regulation or guideline, as the case may be, or any change in the interpretation, promulgation, implementation enforcement or interpretation or administration thereof by any Governmental Authoritycourt or any administrative or governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation Bank or any LC Issuer Participant (or any Lending Office thereof) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency (any agency, has or would have the effect of reducing the rate of return on capital of such Bank or such Participant or of its bank holding company, if any, as a consequence of the foregoingobligations of such Bank hereunder or under the participation of such Participant therein to a level below that which such Bank, a “Change in Law”) which: such Participant or such bank holding company could have achieved but for such adoption, change or compliance (a) subjects any Lender taking, into consideration the policies of such Bank or any applicable Lending Installation, any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC IssuerParticipant, as the case may be, and the result of any of the foregoing is its bank holding company, if any, with respect to increase the cost to such Person of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs or to reduce the capital adequacy) by an amount received deemed by such Person in connection with Bank or such Loans or CommitmentsParticipant to be material, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower then MBIA shall pay to the Administrative Agent (for the account of such PersonBank or such Participant, as the case may be, ) from time to time as specified by such Bank (which shall be at least 30 days after the related notice from such Bank or such Participant given pursuant to Section 3.4(c)) such additional amount or amounts as will compensate such Person Bank, Participant or bank holding company, as the case may be, for such increased cost reduction, together with interest on each such amount from the date payment is due until the date of payment in full thereof at the rate set forth in Section 3.6(g); provided that no Bank or -------- Participant shall be entitled under this Section 3.4(b) to compensation for any such reduction that is (i) attributable solely to the applicability of any law, rule, regulation or guideline effective on December 31, 1992 adopted pursuant to or arising out of the July 1988 report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards" as in amount receivedeffect on such date (it being understood that any reduction attributable to any `changes in such report or in any such law, rule, regulation or guideline or to any additional laws, rules, regulations or guidelines adopted pursuant to or arising out of such report shall be subject to the provisions of this Section 3.4(b)) or (ii) incurred earlier than one year prior to the date of notice thereof to MIBIA. (c) Each demand by any Bank or any Participant for compensation pursuant to Section 3.4(a) or 3.4(b) shall be accompanied by a certificate of such Bank or such Participant (submitted through the Administrative Agent), as the case may be, in reasonable detail setting forth the computation of such compensation (including the reason therefor), which certificate shall be conclusive, absent manifest error. In determining such amount, such Bank or such Participant may use any reasonable averaging and attribution methods. A copy of any such demand shall be sent to the Administrative Agent concurrently when given to MBIA. The provisions of this Section 3.4 shall survive termination of this Agreement for a period of one year. (d) If any Participant makes a demand for compensation pursuant to Section 3.4(a) or 3.4(b), in amounts which are materially in excess of the compensation payable to the Bank which has granted a participation to such Participant, such Bank shall, at the written request and at the expense of MIBIA, use reasonable efforts to replace such Participant with a Participant reasonably acceptable to such Bank which would not impose such an excess claim for such compensation; provided, that nothing contained in this paragraph shall -------- be deemed to require any Bank to terminate any participation agreement which is not terminable by such Bank at will without the payment of any compensation or penalties or to repurchase the interest of any Participant or to terminate any such participation agreement unless a replacement Participant is located.

Yield Protection. (a) If, on or after the date of this AgreementAgreement (or with respect to any Lender, there occurs if later, the date on which such Lender becomes a Lender), the adoption or taking effect of any adoption of Law or change in any law, rule, regulation, guideline, interpretation, governmental policy or directive (whether or not having the force of law) Law), or any change in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, includingor compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of Law) of any such authority, central bank or comparable agency (any such event, a “Change in Law”; provided that notwithstanding anything herein to the foregoingcontrary, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder, issued in connection therewith or in implementation thereof (“▇▇▇▇-▇▇▇▇▇”) shall be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices Supervision (or any successor or similar authority) or the United States financial or foreign regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject shall be deemed to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, be a “Change in Law”) which:” regardless of the date enacted, adopted, issued or implemented): (ai) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent Recipient to any Taxes (other than with respect to (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, Taxes and Other (C) Connection Income Taxes) on its loansLoans, loan Loan principal, letters of credit, commitmentsCommitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Advances)Installation, or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation maintaining its Commitment or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to its Commitment or the amount of Loans, Facility LCs or participations therein Loans held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may beLender, and (A) the result of any of the foregoing is to increase the cost to such Person Lender or applicable Lending Installation or other Recipient, as the case may be, of making making, converting into, continuing or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs maintaining or to reduce the amount return received by such Person Lender or applicable Lending Installation or other Recipient, as the case may be, in connection with such Loans Loan, or CommitmentsCommitment, Facility LCs and (B) such Lender or participations thereinthe applicable Lending Installation or other Recipient, as the case may be, is generally demanding similar compensation from its other similar borrowers in similar circumstances, then, within fifteen (15) 30 days after of demand by such PersonLender or other Recipient, as the case may be, the Borrower shall pay such PersonLender or other Recipient, as the case may be, such reasonable additional amount or amounts as will compensate such Person Lender or other Recipient for such increased cost or reduction in amount received, provided that the Borrower shall not be required to pay such Lender or other Recipient pursuant to this Section 3.1(a) for such increased cost or reduction in amount received to the extent incurred more than 180 days prior to the date that such Lender or other Recipient, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased cost or reduction in amount received, provided further that, if the Change in Law giving rise to such increased costs or reduction in amount received is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section ‎Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this AgreementEffective Date, there occurs any adoption of of, or change in in, any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, interpretation or directive (whether or not having the force of law) ), or in the interpretation, promulgation, implementation or administration thereof by any Governmental governmentalGovernmental or quasi-governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices PracticesSupervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichthat: (a) subjects any Lender or any applicable Lending Installation, Installation or any LC Issuer, Issuer or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, Indemnified Taxes and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances)) and Daily Eurocurrency Loans, or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein held or interest or Standby LC Fees received by it, by an amount deemed material by such Lender or such LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount return received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen thirty (1530) days after demand by such Person, the Borrower shall pay such Person, as the case may be, Person such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received; provided that such Person’s method of determining any amount payable to such Person under this paragraph shall be substantially similar to the method used by such Person in implementing similar provisions for similarly situated borrowers and extensions of credit. Each such Person will promptly notify the Borrower of any event of which it has knowledge, occurring after the Effective Date, which will entitle such Person to compensation pursuant to this Section 3.1. If such Person fails to give such notice within one hundred and eighty (180) days after it obtains knowledge of such an event, such Person shall, with respect to compensation payable pursuant to this Section 3.1, only be entitled to payment under this Section 3.1 for costs incurred from and after the date one hundred and eighty (180) days prior to the date that such Person does give such notice.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesEurocurrency Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi- Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices Supervision (or any successor or similar authority) ), or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any the Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichthat: (a) subjects any the Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent Installation to any Taxes (other than with respect to Indemnified Taxes, Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes, Connection Income Taxes and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may beInstallation, and the result of any of the foregoing is to increase the cost to such Person the Lender of making making, continuing or maintaining its Loans or Commitments or of issuing or participating in Facility LCs or to reduce the amount received by such Person the Lender in connection with such Loans or Commitments, Facility LCs or participations thereinLoans, then, within fifteen (15) days promptly after demand by such Personthe Lender, the Borrower shall pay such Personthe Lender, as the case may be, such additional amount or amounts as will compensate such Person the Lender for such increased cost or reduction in amount received.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. If, after the date of this Agreement, there occurs If any adoption of law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or in other regulations or guidelines passed prior to the interpretationdate of this Agreement), promulgation, implementation or administration any interpretation or application thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration application thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless compliance of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which:therewith, (aA) subjects any Lender or any applicable Lending InstallationInstallation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any LC IssuerLender or taxation of a similar basis, which are governed by Section 2.15(E)), or changes the Administrative Agent basis of taxation of payments to any Taxes (other than with Lender in respect to Indemnified Taxesof its Loans, Excluded Taxesits L/C Interests, and Other Taxes) on its loans, loan principal, letters the Letters of credit, commitments, Credit or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoamounts due it hereunder, or (bB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Advances)Eurocurrency Rate Loans) with respect to its Loans, L/C Interests or the Letters of Credit, or (cC) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its the Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitments, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.,

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, Issuer or the Administrative Agent to any Taxes (other than with respect to (i) Indemnified Taxes, (ii) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes, (iii) Connection Income Taxes and (iv) Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesEurodollar Advances and Daily Eurodollar Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurodollar Loans or Daily Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with its Eurodollar Loans, or Daily Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, or Daily Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or such LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower Borrowers shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received; provided that such demand is made within 270 days after the occurrence of any such Change in Law; provided further, that if the Change in Law is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the date of this AgreementEffective Date, there occurs any adoption of of, or change in in, any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, interpretation or directive (whether or not having the force of law) ), or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichthat: (a) subjects any Lender or any applicable Lending Installation, Installation or any LC Issuer, Issuer or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, Indemnified Taxes and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances)) and Daily Eurocurrency Loans, or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein held or interest or Standby LC Fees received by it, by an amount deemed material by such Lender or such LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount return received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen thirty (1530) days after demand by such Person, the Borrower shall pay such Person, as the case may be, Person such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received; provided that such Person’s method of determining any amount payable to such Person under this paragraph shall be substantially similar to the method used by such Person in implementing similar provisions for similarly situated borrowers and extensions of credit. Each such Person will promptly notify the Borrower of any event of which it has knowledge, occurring after the Effective Date, which will entitle such Person to compensation pursuant to this Section 3.1. If such Person fails to give such notice within one hundred and eighty (180) days after it obtains knowledge of such an event, such Person shall, with respect to compensation payable pursuant to this Section 3.1, only be entitled to payment under this Section 3.1 for costs incurred from and after the date one hundred and eighty (180) days prior to the date that such Person does give such notice.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authoritygovernmental or quasi- governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (ai) subjects any Lender or any applicable Lending Installation, any LC Issuerthe Issuing Bank, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesEurodollar Loans), or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer the Issuing Bank of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer the Issuing Bank in connection with its Eurodollar Loans, Facility LCs Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer the Issuing Bank to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs Letters of Credit or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by such Lender or LC Issuer, the Issuing Bank as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs Letters of Credit or to reduce the amount return received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs Letters of Credit or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices Supervision (or any successor or similar authority) ), or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichthat: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, Installation or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, Eurocurrency Loans or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations therein, Eurocurrency Loans or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, Eurocurrency Loans by an amount deemed material by such Lender or LC Issuer, as the case may beLender, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs Commitment or to reduce the amount received by such Person in connection with such Loans or Commitments, Facility LCs or participations thereinCommitment, then, within fifteen (15) 30 days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: : (a) subjects any Lender or any applicable Lending Installation, any the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesSOFR Loans bearing interest based on the Eurocurrency Base Rate (“Eurocurrency Loan”)), or or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its EurocurrencySOFR Loans, or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its EurocurrencySOFR Loans, Facility LCs Letters of Credit, or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of EurocurrencySOFR Loans, Facility LCs Letters of Credit, or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person Lender or the LC Issuer of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs Letters of Credit or to reduce the amount received by such Person in connection with such Loans or Commitments, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.return 112 110393723.6 0063724-00082 115525625.4 0063724-00082

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesLoans bearing interest based on the Eurocurrency Base Rate (“Eurocurrency Loans”)), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Loans, or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, Facility LCs Letters of Credit, or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Facility LCs Letters of Credit, or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person Lender or the LC Issuer of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs Letters of Credit or to reduce the amount return received by such Person Lender or the LC Issuer in connection with such Loans or CommitmentsCommitment, Facility LCs Letters of Credit or participations therein, then, within fifteen (15) days after demand by such PersonLender or the LC Issuer, the Borrower Borrowers shall pay such Person, as Lender or the case may be, LC Issuer such additional amount or amounts as will compensate such Person Lender or the LC Issuer for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this AgreementEffective Date, there occurs any adoption of of, or change in in, any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, interpretation or directive (whether or not having the force of law) ), or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichthat: (a) subjects any Lender or any applicable Lending Installation, Installation or any LC Issuer, Issuer or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, Indemnified Taxes and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances)) and Daily Eurocurrency Loans, or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein held or interest or Standby LC Fees received by it, by an amount deemed material by such Lender or such LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount return received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen thirty (1530) days after demand by such Person, the Borrower shall pay such Person, as the case may be, Person such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received; provided that such Person’s method of determining any amount payable to such Person under this paragraph shall be substantially similar to the method used by such Person in implementing similar provisions for similarly situated borrowers and extensions of credit. Each such Person will promptly notify the Borrower of any event of which it has knowledge, occurring after the Effective Date, which will entitle such Person to compensation pursuant to this Section 3.1. If such Person fails to give such notice within one hundred and eighty (180) days after it obtains knowledge of such an event, such Person shall, with respect to compensation payable pursuant to this Section 3.1, only be entitled to payment under this Section 3.1 for costs incurred from and after the date one hundred and eighty (180) days prior to the date that such Person does give such notice.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesEurocurrency Advances and Daily Eurocurrency Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, Installation or the Administrative Agent to any Taxes (other than with respect to (i) Indemnified Taxes, (ii) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes, (iii) Connection Income Taxes and (iv) Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs Eurodollar Loans or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs Commitment or to reduce the amount received by such Person in connection with such Loans or Commitments, Facility LCs or participations thereinCommitment, then, within fifteen (15) days after demand by such Person, the Borrower Borrowers shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received; provided that such demand is made within 270 days after the occurrence of any such Change in Law.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to (i) Indemnified Taxes, (ii) Taxes described in clauses (ii) and (iii) of the definition of Excluded Taxes, (iii) Connection Income Taxes and (iv) Other Taxes) on its loans, loan principal, letters of credit, commitments, or 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 deposit, compulsory loan or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesEurodollar Advances and Daily Eurodollar Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans or Daily Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Daily Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Daily Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days Business Days after demand by such Person, the Borrower Borrowers jointly and severally shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.