Common use of Yield Protection Clause in Contracts

Yield Protection. If, after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof, or the compliance of any Lender therewith, (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Advances), or (iii) 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 Loans or Facility Letters of Credit (or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters of Credit (or participations therein), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Loans or Facility Letters of Credit (or participations therein) held or interest received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, or the compliance LC Issuer, or applicable Lending Installation, with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects any Lender, the AgentLC Issuer, any Lender or any applicable Lending Installation Installation, to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender Lender, or the LC Issuer in respect of its Loans or Eurodollar Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Lender, or the LC Issuer, or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender Lender, the LC Issuer, or any applicable Lending Installation Installation, of making, funding or maintaining Loans its Eurodollar Loans, or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender Lender, the LC Issuer, or any applicable Lending Installation Installation, in connection with Loans or its Eurodollar Loans, Facility Letters of Credit (LCs or participations therein), or requires any Lender Lender, the LC Issuer, or any applicable Lending Installation Installation, to make any payment calculated by reference to the amount of Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit (or participations therein) participation therein held or interest of LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer, or applicable Lending Installation, as the case may be, of making or maintaining its Eurodollar Loans or of issuing or participating in Facility LCs, or to reduce the return received by such Lender, LC Issuer, or applicable Lending Installation, as the case may be, in connection with such Eurodollar Loans, the Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender, or the LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of Lender, or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change Change in the interpretation or administration thereof, or the compliance of any Lender therewith,Law: (ia) subjects the Agentimposes, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes or increases modifies or deems applicable any reserve, assessmentspecial deposit, compulsory loan, insurance charge, special deposit charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer; (b) subjects any applicable Lending Installation Lender or the L/C Issuer to any Tax of any kind whatsoever (except for Indemnified Taxes or Other Taxes covered by Section 3.05 and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Advances)obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iiic) imposes on any Lender, the L/C Issuer or the London interbank market any other condition condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or the L/C Issuer; and the result of which is any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loans (or in the case of a Change in Law with respect to Taxes, any Revolving Loan) or of maintaining its obligation to make any such Revolving Loan or to increase the cost to such Lender or any applicable Lending Installation the L/C Issuer of makingparticipating in, funding issuing or maintaining Loans or Facility Letters any Letter of Credit (or participations therein) of maintaining its obligation to participate in or reduces to issue any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters Letter of Credit (or participations thereinCredit), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to reduce the amount of Loans any sum received or Facility Letters of Credit (or participations therein) held or interest received by it, by an amount deemed material receivable by such LenderLender hereunder (whether of principal, interest or any other amount) then, within 15 days upon request of demand by such LenderLender or the L/C Issuer, the Borrower shall will pay to such Lender that portion of or the L/C Issuer such increased expense additional amount or amounts as will compensate such Lender or the L/C Issuer for such additional costs incurred or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentsuffered.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency made after the Closing Date: (ia) subjects the Agent, any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans or Eurodollar Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with 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 Fixed Rate Eurodollar Advances), or (iiic) imposes any other condition 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 Loans its Eurodollar Loans, or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with Loans or its Eurodollar Loans, Facility Letters of Credit (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 Loans or Eurodollar Loans, Facility Letters of Credit (LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 fifteen days of demand by such LenderLender or the LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which received. Notwithstanding anything to the contrary in this Section 3.1, the Borrower shall not be required to compensate a Lender pursuant to this Section 3.1 for any amounts incurred more than six months prior to the date that such Lender determines is directly attributable notifies the Borrower of such Lender’s intention to makingclaim compensation therefore; and provided that, funding if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 3.1, it shall promptly notify the Borrower (with a copy to the Agent) of the event by reason of which it has become so entitled and maintaining its Loans and Facility Letters shall include in such notice a calculation of Credit (or participations therein) and its Commitmentsuch additional amounts in reasonable detail.

Yield Protection. If, after the date of this Agreement (or, in the case of any assignee, after the date it became a party to this Agreement), the adoption of any law (including any CPA Change) or any governmental or quasi-quasi governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or the compliance of any Lender therewith, (i) subjects the Agent, by any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof LC Issuer with any request or directive (whether or not having the jurisdiction in which the principal office force of the Agent law) of any such authority, central bank or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, orcomparable agency: (iia) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iiib) imposes any other condition 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 Loans its Eurodollar Loans, or Facility of issuing or participating in Letters of Credit (or participations therein) Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility its Eurodollar Loans, Letters of Credit (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 Loans or Facility Eurodollar Loans, Letters of Credit (or participations therein) therein held or interest or LC Fees received by it, in each case by an amount deemed material by such LenderLender or such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Letters of Credit or participations therein, then, within 15 30 days of written demand by such LenderLender or such LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of or such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable received. Notwithstanding the foregoing, this Section 3.01 shall not apply to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentany tax-related matters.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any change in governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the compliance force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects the Agent, any Lender or any applicable Lending Installation or any LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any LC Issuer in respect of its Loans or Eurocurrency Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurocurrency Advances), or (iii) imposes any other condition 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 Commitment (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than euro into a Loan denominated in euro), or of issuing or participating in Facility Letters of Credit (or participations therein) 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 Commitment, Facility Letters of Credit (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 Commitment, Facility Letters of Credit (LCs or participations therein) participants therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans or Commitment (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than euro into a Loan denominated in euro) or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurocurrency Loans or Commitment, Facility LCs or participations therein, then, within 15 fifteen (15) days of demand by such Lender, the Borrower Borrowers shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender or such LC Issuer, as the case may be, for such increased cost or reduction in amount received; provided, that portion the Borrowers shall not be required to compensate a Lender or LC Issuer under this Section for any increased costs or reductions incurred more than 90 days prior to the date that such Lender or LC Issuer notifies the Company in writing of such increased expense incurred costs or reductions and of such Lender’s or LC Issuer’s intention to claim compensation therefor; provided, further, that if such adoption or such change giving rise to such increased costs or reduction in an amount received which is retroactive such Lender determines is directly attributable 90-day period shall be extended to making, funding and maintaining its Loans and Facility Letters include the period of Credit (or participations therein) and its Commitmentretroactive effect.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any change in governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iiiii) 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 Revolving Loan Commitment or Eurodollar Loans or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Revolving Loan Commitment or Eurodollar Loans or Facility Letters of Credit LCs (or including 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 Revolving Loan Commitment or Eurodollar Loans or Facility Letters of Credit LCs (or including participations therein) held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer, as applicable. and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer of making or maintaining its Eurodollar Loans or Revolving Loan Commitment or of issuing or participating in Facility LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or LC Issuer in connection with such Eurodollar Loans or Revolving Loan Commitment, or Facility LCs (including participations therein), then, within 15 fifteen (15) days of demand demand, accompanied by the written statement required by Section 3.6, by such LenderLender or LC Issuer, the Borrower shall pay such Lender that portion of or LC Issuer such additional amount or amounts as will compensate such Lender or LC Issuer for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. If, after the date of this Agreement (or, in the case of any assignee, after the date it became a party to this Agreement), the adoption of any law (including any CPA Change) or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or the compliance of any Lender therewith, (i) subjects the Agent, by any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof LC Issuer with any request or directive (whether or not having the jurisdiction in which the principal office force of the Agent law) of any such authority, central bank or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, orcomparable agency: (iia) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iiib) imposes any other condition 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 Loans its Eurodollar Loans, or Facility of issuing or participating in Letters of Credit (or participations therein) Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility its Eurodollar Loans, Letters of Credit (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 Loans or Facility Eurodollar Loans, Letters of Credit (or participations therein) therein held or interest or LC Fees received by it, in each case by an amount deemed material by such LenderLender or such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Letters of Credit or participations therein, then, within 15 30 days of written demand by such LenderLender or such LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of or such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable received. Notwithstanding the foregoing, this Section 3.01 shall not apply to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentany tax-related matters.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation, promulgation, implementation or administration thereof by any change in governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or compliance by any Bank or applicable Lending Installation or any Issuing Bank with any request or directive (whether or not having the compliance force of law) of any Lender therewith,such authority, central bank or comparable agency: (ia) subjects the Agent, any Lender Bank or any applicable Lending Installation or any Issuing Bank to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender Bank or any Issuing Bank in respect of its Loans or Facility LIBOR Loans, Letters of Credit (or participations therein) or other amounts due it hereunder, or (iib) imposes impose 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 any Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Advancesadvances under LIBOR Loans), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender Bank or any applicable Lending Installation or any Issuing Bank of making, funding or maintaining its LIBOR Loans or Facility of issuing or participating in Letters of Credit (or participations therein) Credit, or reduces any amount receivable by any Lender Bank or any applicable Lending Installation or any Issuing Bank in connection with Loans or Facility its LIBOR Loans, Letters of Credit (or participations therein), or requires any Lender Bank or any applicable Lending Installation or any Issuing Bank to make any payment calculated by reference to the amount of Loans or Facility LIBOR Loans, Letters of Credit (or participations therein) therein held or interest or Letter of Credit Fees received by it, by an amount deemed material by such LenderBank or such Issuing Bank as the case may be, and the result of any of the foregoing is to increase the cost to such Bank or applicable Lending Installation or Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Letters of Credit or to reduce the return received by such Bank or applicable Lending Installation or Issuing Bank, as the case may be, in connection with such LIBOR Loans or Commitment, Letters of Credit or participations therein, then, within 15 30 days of demand by such LenderBank or such Issuing Bank, as the case may be, the Borrower shall pay such Lender that portion of Bank or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Bank or such Issuing Bank, as the case may be, for such increased expense incurred cost or reduction in an amount received (the “Yield Protection Payment”), so long as such amounts have accrued on or after the date on which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (Bank or participations therein) and its CommitmentIssuing Bank first made demand therefor.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any change in governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency (other than any change by way of imposition or increase of Reserve Requirements): (i) subjects the Agent, any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans or Revolving Loan Commitments, Eurodollar Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iii) 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 Revolving Loan Commitment or Eurodollar Loans or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Revolving Loan Commitment or Eurodollar Loans or Facility Letters of Credit LCs (or including 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 Revolving Loan Commitment or Eurodollar Loans or Facility Letters of Credit LCs (or including participations therein) held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer, as applicable. and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer of making or maintaining its Eurodollar Loans or Revolving Loan Commitment or of issuing or participating in Facility LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or LC Issuer in connection with such Eurodollar Loans or Revolving Loan Commitment, or Facility LCs (including participations therein), then, within 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such LenderLender or LC Issuer, the Borrower shall pay such Lender that portion of or LC Issuer such additional amount or amounts as will compensate such Lender or LC Issuer for such increased expense incurred cost or reduction in an amount received which received. If, upon receipt of the notice specified by the immediately preceding sentence, the Borrower so notifies the Administrative Agent, the Borrower may either (i) prepay in full all Eurodollar Loans of such Lender determines is directly attributable to makingthen outstanding, funding and maintaining so long as the Borrower reimburses such Lender for its increased costs in accordance with this Section 3.1, or (ii) convert all Eurodollar Loans and Facility Letters of Credit (or participations therein) and its Commitmentall Lenders then outstanding into Floating Rate Loans in accordance with this Agreement, so long as the Borrower reimburses the Lenders for all of their increased costs in accordance with this Section 3.1.

Yield Protection. If, In the event that after the date of this Agreement, the adoption of hereof any law or change occurs in any governmental or quasi-governmental ruleapplicable law, regulation, policyguideline, guideline treaty or directive (whether or not having interpretation thereof by any authority charged with the force of law)administration or interpretation thereof, or any change therein, condition is imposed by any authority after the date hereof or any change occurs in any condition imposed by any authority on or prior to the interpretation or administration thereof, or the compliance of any Lender therewith,date hereof which: (i) subjects the Agent, any Lender or any applicable Lending Installation Purchaser to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Tax, or changes the basis of taxation of any payments to any Lender Purchaser made under any Facility Document with respect to any Undivided Interest owned by it or with respect to its obligation or right to make Purchases (other than a change in respect the rate of its Loans tax based solely on the overall net or Facility Letters gross income of Credit (or participations therein) or other amounts due it hereunder, orsuch Purchaser); (ii) imposes imposes, modifies or increases or deems determines applicable any reserve, assessmentdeposit, insurance charge, special deposit assessment or similar requirement against any assets ofheld by, deposits with or for the account of, or credit extended by, any Lender or office of any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Advances), orPurchaser; (iii) affects the amount of capital required or expected to be maintained by any Purchaser or any corporation controlling such Purchaser with respect to any Undivided Interest owned by it or with respect to its obligation or right to make Purchases; or (iv) imposes upon any Purchaser any other condition with respect to any Undivided Interest owned by it or with respect to its obligation or right to make Purchases; and, the result of which is thereof is, or would be, (a) to increase the cost to any Lender or any applicable Lending Installation such Purchaser in respect of making, funding issuing, maintaining or maintaining Loans committing to make, issue or Facility Letters maintain any Undivided Interest (other than any Undivided Interest to the extent that the Reference Rate is applicable thereto), (b) to reduce the amount of Credit (any sum received or participations therein) or reduces any amount receivable by such Purchaser under any Lender Facility Document or (c) in the reasonable determination of such Purchaser, to reduce the rate of return on such Purchaser's capital as a consequence of its obligations hereunder or arising in connection herewith to a level below that which such Purchaser would otherwise have achieved, then, upon demand by such Purchaser, the Seller shall immediately pay to such Purchaser additional amounts which shall be sufficient to compensate it for such increased costs incurred or reduced receipts suffered thereby for a period not to exceed 90 days prior to the date of such demand. A certificate of a Purchaser as to such increased costs incurred or reduced receipts suffered as a result of any event mentioned in clause (i) through (iv) above submitted to the Seller specifying the event causing such increased cost or reduced receipt and setting forth in reasonable detail the calculation made to determine the amount of such increased cost or reduced receipt and the assumptions used in calculating such amount shall be presumptively correct as to the amount thereof, if such assumptions are reasonable and there are not demonstrable errors in such calculation. Each Purchaser shall exercise reasonable efforts to minimize such increased costs or reduced receipts. The protection of this Section shall be available to each Purchaser regardless of any possible contention of invalidity or inapplicability of the relevant law, regulation, guideline, treaty, directive, condition or interpretation thereof. In the event that the Seller pays any Purchaser the amount necessary to compensate such Purchaser for any charge, deduction or payment incurred or made by it as provided in this Section, and such charge, deduction or payment or any applicable Lending Installation part thereof is subsequently returned to such Purchaser as a result of the final determination of the invalidity or inapplicability of the relevant law, regulation, guideline, treaty, directive or condition, then such Purchaser shall remit to the Seller the amount paid by the Seller which has actually been returned to such Purchaser (together with any interest actually paid to Purchaser on such returned amount) less such Purchaser's costs and expenses incurred in connection with Loans or Facility Letters of Credit (or participations therein), or requires any Lender such governmental regulation or any applicable Lending Installation to make any payment calculated by reference to the amount of Loans or Facility Letters of Credit (or participations therein) held or interest received by it, by an amount deemed material challenge made by such Lender, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred Purchaser with respect to its validity or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentapplicability.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation, promulgation, implementation or administration thereof by any change in governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or compliance by any Bank or applicable Lending Installation or any Issuing Bank with any request or directive (whether or not having the compliance force of law) of any Lender therewith,such authority, central bank or comparable agency: (ia) subjects the Agent, any Lender Bank or any applicable Lending Installation or any Issuing Bank to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender Bank or any Issuing Bank in respect of its Loans or Facility LIBOR Loans, Letters of Credit (or participations therein) or other amounts due it hereunder, or (iib) imposes impose 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 any Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Advances)advances under LIBOR Loans, or (iiic) imposes any other condition the result of which is to increase the cost to any Lender Bank or any applicable Lending Installation or any Issuing Bank of making, funding or maintaining its LIBOR Loans or Facility of issuing or participating in Letters of Credit (or participations therein) Credit, or reduces any amount receivable by any Lender Bank or any applicable Lending Installation or any Issuing Bank in connection with Loans or Facility its LIBOR Loans, Letters of Credit (or participations therein), or requires any Lender Bank or any applicable Lending Installation or any Issuing Bank to make any payment calculated by reference to the amount of Loans or Facility LIBOR Loans, Letters of Credit (or participations therein) therein held or interest or Letter of Credit Fees received by it, by an amount deemed material by such LenderBank or such Issuing Bank as the case may be, and the result of any of the foregoing is to increase the cost to such Bank or applicable Lending Installation or Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Letters of Credit or to reduce the return received by such Bank or applicable Lending Installation or Issuing Bank, as the case may be, in connection with such LIBOR Loans or Commitment, Letters of Credit or participations therein, then, within 15 30 days of demand by such LenderBank or such Issuing Bank, as the case may be, the Borrower shall pay such Lender that portion of Bank or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Bank or such Issuing Bank, as the case may be, for such increased expense incurred cost or reduction in an amount received (the “Yield Protection Payment”), so long as such amounts have accrued on or after the date on which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (Bank or participations therein) and its CommitmentIssuing Bank first made demand therefor.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any change in governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the compliance force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects the Agent, any Lender or any applicable Lending Installation or any LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any LC Issuer in respect of its Loans or Revolving Loan Commitments, Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurocurrency Advances)) with respect to its Revolving Loan Commitment, Loans, Facility LCs or participations therein, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Revolving Loan Commitment, Loans or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with its Revolving Loan Commitment or Loans or Facility Letters of Credit LCs (or including 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 Revolving Loan Commitment or Loans or Facility Letters of Credit LCs (or including participations therein) held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or such LC Issuer, as applicable, (and such event being a “Change in Law”) and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer of making or maintaining its Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than euro into a Loan denominated in euro) or Revolving Loan Commitment or of issuing or participating in Facility LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or LC Issuer in connection with such Loans, Revolving Loan Commitment or Facility LCs (including participations therein), then, within 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such LenderLender or LC Issuer, the Borrower Borrowers shall pay such Lender that portion of or LC Issuer such additional amount or amounts as will compensate such Lender or LC Issuer for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereofthereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance of any Lender therewith, (i) subjects the Agent, by any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which LC Issuer with any request or directive (whether or not having the principal office force of the Agent law) of any such authority, central bank or comparable agency related to such new adoption, interpretation or decision: (a) subjects any Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or the LC Issuer to any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans or Eurocurrency Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or, (iib) imposes or imposes, increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurocurrency Advances), or (iiic) imposes any other condition 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 Loans its Eurocurrency Loans, or of issuing or participating in Facility Letters of Credit (or participations therein) or LCs, reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with Loans or its Eurocurrency Loans, Facility Letters of Credit (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 Loans or Eurocurrency Loans, Facility Letters of Credit (LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans or Commitment, Facility LCs or participations therein, then, within 15 days of demand by such LenderLender or the LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects the Agent, any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans or Eurodollar Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iii) imposes any other condition 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 Loans its Eurodollar Loans, or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with Loans or its Eurodollar Loans, Facility Letters of Credit (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 Loans or Eurodollar Loans, Facility Letters of Credit (LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed in good faith material by such LenderLender or the LC Issuer as the case may be, thenand the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, within 15 days as the case may be, of demand making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such LenderLender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then a certificate of a Lender or an LC Issuer, as the case may be, setting forth such amount or amounts as shall be necessary to compensate such Lender or LC Issuer, as the case may be, as specified in this Article 3.1, and setting forth in reasonable detail the manner in which such amount or amounts have been calculated, shall be delivered to the Borrower. The Borrower shall pay such Lender that portion or LC Issuer, as the case may be, the amount shown as due on any such certificate delivered to it within 15 days of Borrower's receipt of such increased expense incurred certificate. (b) Each Lender or reduction in an amount received the Administrative Agent on behalf of the Lenders shall give notification to the Borrower of any event or prospective event which will give rise to the operation of paragraph (a) of this Section, such Lender determines is directly attributable notification to makingbe sent within ninety (90) days of the date of the public promulgation of the effective date of any such law, funding and maintaining its Loans and Facility Letters of Credit (rule, regulation, policy, guideline or participations directive, or change therein) and its Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (ia) subjects the Agent, any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans or Eurodollar Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with 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 Fixed Rate Eurodollar Advances), or (iiic) except to the extent covered or excluded by clause (a) above or Section 3.5, imposes any other condition 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 Loans its Eurodollar Loans, or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with Loans or its Eurodollar Loans, Facility Letters of Credit (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 Loans or Eurodollar Loans, Facility Letters of Credit (LCs or participations therein) therein held or interest received by it, by an amount deemed material by such Lender, or the LC Issuer as the case may be. and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans or Commitment, Facility LCs or participations therein, then, within 15 thirty (30) days of demand by such LenderLender or the LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. If, after If any Change in Law: (A) subjects the date of this Agreement, the adoption of any law Administrative Agent or any governmental or quasi-governmental ruleLender to any taxes, regulationimposts, policydeductions, guideline or directive (whether or not having the force of law)fees, assessments, charges, or any change therein, or any change in the interpretation or administration thereof, or the compliance of any Lender therewith, withholdings (other than (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excludingTaxes, (xii) items described in the case clauses (A) and (C) of the Agent and definition of each LenderExcluded Taxes, (1iii) United States federal taxation of its overall net income, Connection Income Taxes and (2iv) taxes imposed Other Taxes) on its overall net incomeloans, and franchise taxes imposed on itloan principal, by any jurisdiction outside letters of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereofcredit, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)commitments, or changes the basis of taxation of payments to any Lender in respect of other obligations, or its Loans deposits, reserves, other liabilities or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, capital attributable thereto; or (iiB) imposes or increases imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Eurocurrency Rate Advances)Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes on any Lender, the Administrative Agent or the London interbank market any other condition condition, cost or expense (other than taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of which is any of the foregoing shall be to increase the cost to any such Lender or any applicable Lending Installation the Administrative Agent of making, funding continuing, converting into or maintaining Loans any Loan or Facility Letters of Credit (or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters of Credit (or participations therein), or requires any Lender or any applicable Lending Installation maintaining its obligation to make any payment calculated by reference such Loan or to increase the cost to such Lender or the Administrative Agent of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of Loans any sum received or Facility Letters of Credit (or participations therein) held or interest received by it, by an amount deemed material receivable by such LenderLender or the Administrative Agent, whether of principal, interest or otherwise, then, within 15 fifteen (15) days after receipt by the Company of written demand by the Administrative Agent or such Lender, pursuant to Section 4.5, the Borrower shall Company will pay to such Lender that portion of or the Administrative Agent, as the case may be, such increased expense additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentsuffered.

Yield Protection. If, on or after the date of this Agreement, the ---------------- adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects the Agent, any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans or Eurocurrency Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurocurrency Advances), including, without limitation, a change in the amount of capital required or expected to be maintained by any Lender or the LC Issuer or any Lending Installation of any Lender as a result in a change in the Risk-Based Capital Guidelines, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in Facility Letters of Credit (or participations therein) LCs or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with Loans or its Eurocurrency Loans, Facility Letters of Credit (LCs or participations therein), 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 Loans or Eurocurrency Loans, Facility Letters of Credit (LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or to the LC Issuer, as the case may be, in connection with such Eurocurrency Loans, its Commitment, Facility LCs or participations therein, then, within 15 days of demand by such LenderLender or the LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. If, after the date of this Agreement (for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all guidelines and regulations adopted in connection therewith are deemed to have been adopted after the date hereof), the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof, or the compliance of any Lender therewith, or Regulation D of the Board of Governors of the Federal Reserve System, (ia) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case excluding taxation of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside income or receipts of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereofbranch profits taxes), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) the Loan or other amounts due it hereunder, or (iib) imposes imposes, modifies, 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 (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate AdvancesLibor Loans), or (iiic) 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 Loans or Facility Letters of Credit (or participations therein) advances or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters of Credit (or participations therein)advances, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Loans or Facility Letters of Credit (or participations therein) advances held or interest received by it, by an amount deemed material by such Lender, or (d) affects the amount of capital required or expected to be maintained by Lender or any corporation controlling Lender and Lender determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make the Loan hereunder or of commitments of this type, then, within 15 days three (3) Business Days of demand by such Lender, the Borrower shall agrees to pay such Lender that portion of such increased expense incurred (including, in the case of clause (d), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such law, rule, regulation, policy, guideline or directive and after taking into account Lender’s policies as to capital adequacy) or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentthe Loan.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (ia) subjects the Agent, any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans or Eurodollar Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending A&R CREDIT AGREEMENT 44 Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iiic) imposes any other condition 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 Loans its Eurodollar Loans, or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with Loans or its Eurodollar Loans, Facility Letters of Credit (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 Loans or Eurodollar Loans, Facility Letters of Credit (LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 fifteen days of demand by such LenderLender or the LC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunderEurodollar Advances, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any the Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining Loans its Eurodollar Advances, or Facility of issuing or participating in Letters of Credit (or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with Loans or Facility its Eurodollar Advances, 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 Loans or Facility Eurodollar Advances, Letters of Credit (or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Advances or Commitment or of issuing or participating in Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Advances, Commitment, Letters of Credit or participations therein, then, within 15 30 days of demand by such LenderLender or the LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate the Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. If, after the date of this Agreement, If the adoption of or change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof, or the compliance of any Lender therewith,, including, without limitation, the adoption after the Agreement Execution Date of any rule, regulation, policy, guideline or directive promulgated under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (collectively, “Change in Law”): (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case excluding federal and state taxation of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by income of any jurisdiction outside of the United States of America Lender or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereofInstallation), or changes the basis of such taxation of payments to any Lender in respect of its Loans or Borrowings, its interest in the Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate AdvancesEurocurrency Borrowings), or (iii) imposes any other condition condition, and the result of which is to increase the cost to of any Lender or any applicable Lending Installation of making, funding or maintaining Loans or Facility Letters of Credit (or participations therein) loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters of Credit (or participations therein)loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Loans or Facility loans held, Letters of Credit (issued or participations therein) held participated in or interest received by it, by an amount deemed material by such Lender, then, within 15 fifteen (15) days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) Borrowings and its Commitment.

Yield Protection. (a) If, on or after the ---------------- date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects the Agent, any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans or Eurocurrency Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurocurrency Advances), or (iii) imposes any other condition 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 (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with Loans or its Eurocurrency Loans, Facility Letters of Credit (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 Loans or Eurocurrency Loans, Facility Letters of Credit (LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs, or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans, Commitment or Facility LCs or participations therein, then, within 15 days of demand by such LenderLender or the LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. If, after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change Change in the interpretation or administration thereof, or the compliance of any Lender therewith,Law: (i) subjects the Administrative Agent, any Lender or any applicable Lending Installation or any LC Issuer to any taxtaxes, dutyduties, charge levies, imposts, deductions, fees, assessments, charges or withholding withholdings, and any and all liabilities with respect to the foregoing, on its loans, loan principal, letters of credit, commitments, or from payments due from the Borrower other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (excludingother than (A) Taxes, (xB) in the case of the Agent and of each Lender, Excluded Taxes or (1C) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereofOther Taxes), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) 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 any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurocurrency Advances), or (iii) imposes any other condition 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 Loans or Commitment, or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with its Loans or Commitment, Facility Letters of Credit (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 Loans or Commitment, Facility Letters of Credit (LCs or participations therein) participants therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to the Administrative Agent, such Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making, continuing, converting into or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by the Administrative Agent, such Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Loans or Commitment, Facility LCs or participations therein, then, within 15 fifteen (15) days of demand by the Administrative Agent, such Lender, or LC Issuer the Borrower Borrowers shall pay pay, the Administrative Agent, such Lender or LC Issuer such additional amount or amounts as will compensate the Administrative Agent, such Lender or such LC Issuer, as the case may be, for such increased cost or reduction in amount received; provided, that portion the Borrowers shall not be required to compensate a Lender or LC Issuer under this Section for any increased costs or reductions incurred more than 90 days prior to the date that such Lender or LC Issuer notifies the Company in writing of such increased expense incurred costs or reductions and of such Lender’s or LC Issuer’s intention to claim compensation therefor; provided, further, that if such adoption or such change giving rise to such increased costs or reduction in an amount received which is retroactive such Lender determines is directly attributable 90-day period shall be extended to making, funding and maintaining its Loans and Facility Letters include the period of Credit (or participations therein) and its Commitmentretroactive effect.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change Change in the interpretation or administration thereof, or the compliance of any Lender therewith,Law: (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than in each case with respect to Excluded Taxes) to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate AdvancesTerm Loans), or (iii) 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 Term Loans or Facility Letters of Credit (or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters of Credit (or participations therein)its Term Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Term Loans or Facility Letters of Credit (or participations therein) held or interest received by it, by an amount deemed material by such Lender, and the result of any of the foregoing is to increase the cost to the Agent, such Lender or applicable Lending Installation, as the case may be, of continuing the Interest Period then applicable to its Loans through the end of such period or making or maintaining its Loans, Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such Loans or Commitment, then, within 15 fifteen (15) days of demand by such Lender, the Borrower shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. (a) If, after the date of this Agreementhereof, the adoption of or ---------------- any change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof, or the compliance of any Lender therewith, (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case excluding taxation of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes income of any Lender or applicable Lending Installation imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable such Lender or Lending Installation is located incorporated or any political subdivision thereofhas its principal place of business), or changes the basis of taxation of principal, interest or any other payments to any Lender or Lending Installation in respect of its Loans or Loans, its interest in the Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurocurrency Advances), or (iii) 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 Loans or issuing or participating in Facility Letters of Credit (or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with any Loans or Facility Letters of Credit (or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Loans or held, Facility Letters of Credit (issued or participations therein) held participated in or interest received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Loans, its interest in the Facility Letters of Credit (or participations therein) and its Commitment. (b) In addition to, but without duplication of, any other amounts payable by the Borrower hereunder, each Lender may require the Borrower to pay, contemporaneously with each -40- payment of interest on Eurocurrency Advances of the Borrower additional interest on the related Eurocurrency Loan of such Lender at the percentage calculated from time to time by such Lender to be the percentage required to fully compensate such Lender for all reserve costs, liabilities, expenses and assessments which have been incurred by such Lender (or its applicable Lending Installation) pursuant to requirements of applicable law or any applicable governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding the making, funding or maintaining of such Eurocurrency Loan (including, without limitation, any and all liquid asset maintenance requirements of the Bank of England and any reserve requirements of Regulation D). Any Lender wishing to require payment of such additional interest (i) shall so notify the Borrower and the Agent pursuant to Section 3.5, in which case such additional interest on the Eurocurrency Loans ----------- of such Lender shall be payable in the applicable Permitted Currency to such Lender at the place indicated in such notice with respect to each Interest Period commencing at least five (5) Business Days after the giving of such notice and (ii) shall notify the Borrower at least five (5) Business Days prior to each date on which interest is payable on such Eurocurrency Loans of the amount then due it under this Section 3.1(b); provided, however, that if -------------- -------- ------- a Lender fails to give such prior notice, then such additional interest shall be payable five (5) Business Days after such notice if given.

Yield Protection. If, On or after the date of this Agreementhereof, if the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinafter the date hereof in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or after the date hereof 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 Lender therewith,such authority, central bank or comparable agency: (i) subjects the Agent, any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans or Eurodollar Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iii) imposes any other condition 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 Loans its Eurodollar Loans, or of issuing or participating in Facility Letters of Credit (or participations therein) LCs or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with Loans or its Eurodollar Loans, Facility Letters of Credit (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 Loans or Eurodollar Loans, Facility Letters of Credit (LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer, as the case may be; and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment, or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days (5) five Business Days of demand by such LenderLender or the LC Issuer, the Borrower shall pay such Lender that portion of or LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, for such increased expense incurred cost or reduction in an amount received which received. A certificate of the Lender (i) stating that the compensation sought to be recovered hereunder is generally being charged to other customers of such Lender determines is directly attributable and (ii) setting forth in reasonable detail such amount or amounts as shall be necessary to makingcompensate to such Letter for any of the foregoing, funding and maintaining its Loans and Facility Letters of Credit shall be conclusive absent manifest error. The Borrower shall not be obligated to pay reimbursement compensation to any Lender for additional costs under this Section 3.01 incurred or accrued more than two hundred seventy (270) days prior to the date that such Lender or participations therein) and its Commitmentthe Agent notifies the Borrower thereof.

Yield Protection. If, on or after the date of this Agreement, the adoption of or any change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, any applicable Lending Installation or the compliance Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects the Agentany Lender, any Lender or any applicable Lending Installation or the Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the Issuer in respect of its Loans or Facility Eurodollar Loans, Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or the Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or the Issuer of making, funding or maintaining its Eurodollar Loans or Facility of issuing or participating in Letters of Credit (or participations therein) or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or the Issuer in connection with its Eurodollar Loans or Facility Letters of Credit (or participations therein)Credit, or requires any Lender or Lender, any applicable Lending Installation or the Issuer to make any payment calculated by reference to the amount of Eurodollar Loans or Facility Letters of Credit (or participations therein) held or interest received by it, by an amount deemed material by such Lender or the Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, the applicable Lending Installation or the Issuer of making or maintaining its Eurodollar Loans, Letters of Credit or Commitment or to reduce the return received by such Lender, the applicable Lending Installation or the Issuer in connection with such Eurodollar Loans, Letters of Credit or Commitment, then, within 15 days after delivery of demand a written statement pursuant to Section 3.6 to the Borrower by such LenderLender or the Issuer, the Borrower shall pay such Lender that portion of or the Issuer such additional amount or amounts as will compensate such Lender or the Issuer for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. If, after the date of this Agreementhereof, the adoption of of, or any change in, any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof, or the compliance of any Lender therewith, (ia) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case excluding taxation of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes income of any Lender or applicable Lending Installation imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable such Lender or Lending Installation is located incorporated, has its principal place of business or maintains a Lending Installation at which any political subdivision thereofof the Obligations are booked), or changes the basis of taxation of principal, interest or any other payments to any Lender or Lending Installation in respect of its Loans or Loans, its interest in the Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iiic) imposes any other condition condition, the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining Loans or issuing or participating in Facility Letters of Credit (or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters of Credit (or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Loans or held, Facility Letters of Credit (issued or participations therein) held participated in, or interest received by it, it by an amount deemed material by such Lender, then, then within 15 days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Loans, its interest in the Facility Letters of Credit (or participations therein) Credit, and its Commitment. Notwithstanding the foregoing, no Lender shall be entitled to demand any compensation under this Section 3.1 more than 180 days following the last day of the Interest Period or stated expiry date of the Facility Letter of Credit in respect of which such demand is made; provided, that the foregoing shall in no way limit the right of any Lender to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or directive described in this Section 3.1 if such demand is made within 180 days after the implementation of such retroactive law, interpretation, guideline or directive.

Yield Protection. If, after the date of this Agreement, the ---------------- adoption of or change in, any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof, or the compliance of any Lender therewith, (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case excluding taxation of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by income of any jurisdiction outside of the United States of America Lender or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereofInstallation), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurocurrency Advances)) in respect of its Loans or other amounts due it hereunder, or (iii) 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 Loans or Facility Letters of Credit (or participations therein) loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans under this Agreement or Facility Letters of Credit (or participations therein)its Notes, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Loans or Facility Letters of Credit (or participations therein) held or interest received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitment.

Yield Protection. If, on or after the date of this Agreement, any Change in Law: (a) subjects any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the adoption definition of any law or any governmental or quasi-governmental ruleExcluded Taxes and (C) Connection Income Taxes) on its loans, regulationloan principal, policy, guideline or directive (whether or not having the force of law)commitments, or any change thereinother obligations, or any change in the interpretation its deposits, reserves, other liabilities or administration thereof, or the compliance of any Lender therewith, (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, capital attributable thereto or (iib) 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 Recipient or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Advances), or (iiic) imposes any other condition condition, cost or expense (other than Taxes) the result of which is to increase the cost to any Lender Recipient or any applicable Lending Installation of making, funding or maintaining its Fixed Rate Loans or Facility Letters of Credit (or participations therein) or reduces any amount receivable by any Lender Recipient or any applicable Lending Installation in connection with Loans or Facility Letters of Credit (or participations therein)its Fixed Rate Loans, or requires any Lender Recipient or any applicable Lending Installation to make any payment calculated by reference to the amount of Fixed Rate Loans or Facility Letters of Credit (or participations therein) held or interest received by it, by an amount deemed material by such LenderRecipient, and the result of any of the foregoing is to increase the cost to such Recipient or applicable Lending Installation of making, converting into, continuing or maintaining its Fixed Rate Loans or Commitment or to reduce the return received by such Recipient or applicable Lending Installation in connection with such Fixed Rate Loans or Commitment, then, within 15 days of demand by such LenderRecipient, the Borrower Borrowers shall pay such Recipient such additional amount or amounts as will compensate such Lender that portion of for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects the Agent, any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans or Eurocurrency Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, therein or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurocurrency Advances), or (iii) imposes any other condition 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 (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with Loans or its Eurocurrency Loans, Facility Letters of Credit (LCs or participations therein), 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 Loans or Eurocurrency Loans, Facility Letters of Credit (LCs or participations therein) therein held or interest received by it, by an amount deemed material by such LenderLender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans, Commitment, Facility LCs or participations therein, then, within 15 days if the Lender or the LC Issuer, as the case may be, complies with the notice provisions of demand by such Lenderthis Section, the Borrower Borrowers shall pay such Lender that portion or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received. Any Lender seeking reimbursement shall give the Borrowers written notice, in reasonable detail, of the law, treaty, rule or regulation, or any interpretation or administration thereof, which may give rise to the increased cost or reduced sum receivable to the Lender and the reimbursement obligation of the Borrowers. Such notice, together with a detailed statement as to the amount of such increased expense incurred cost or reduction reduced sum receivable, prepared in an amount received which such Lender determines is directly attributable to makinggood faith, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitment.shall

Yield Protection. If, after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date the Lender became a party to this Agreement and having general applicability to all banks within the jurisdiction in which Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change therein, interpretation or application thereof by any change in Governmental Authority charged with the interpretation or administration application thereof, or the compliance of any Lender therewith, (iA) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case excluding taxation of the Agent and overall net income of each Lender, (1) United States federal Lender or taxation of its overall net incomea similar basis, which are governed by Section 2.13(E), and (2) excluding any other taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or for which Lender has been reimbursed by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereofBorrower), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Revolving Loan Commitment, Loans, the Letters of Credit (or participations therein) or other amounts due it hereunder, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Eurodollar Rate Advances)Loans) with respect to its Revolving Loan Commitment, the Loans, or the Letters of Credit, or (iiiC) 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 Loans its Revolving Loan Commitment, the Loans, or Facility the Letters of Credit (or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters of Credit (or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of its Revolving Loan Commitment, the Loans or Facility Letters of Credit (or participations therein) the L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within 15 fifteen (15) days after receipt by the Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Loans, L/C Interests, Letters of Credit (or participations therein) Credit, and its Revolving Loan Commitment; provided, however, that the Borrower shall not be required to pay any additional amounts pursuant to this Section 4.1 incurred more than 90 days prior to the date of the relevant Lender’s demand therefor.

Yield Protection. If, on or after the date of this AgreementEffective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any change in governmental or quasi- governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the compliance force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects the Agent, any Lender or any applicable Lending Installation or any LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any LC Issuer in respect of its Loans or Eurodollar Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iii) imposes any other condition 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 Commitment, or of issuing or participating in Facility Letters of Credit (or participations therein) 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 Commitment, Facility Letters of Credit (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 Commitment, Facility Letters of Credit (LCs or participations therein) participants therein held or interest of LC Fees received by it, by an amount deemed material by such LenderLender or such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurodollar Loans or Commitment, Facility LCs or participations therein, then, within 15 fifteen (15) days of demand by such Lender, the Borrower Borrowers shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender or such LC Issuer, as the case may be, for such increased cost or reduction in amount received; provided, that portion the Borrowers shall not be required to compensate a Lender or LC Issuer under this Section for any increased costs or reductions incurred more than 90 days prior to the date that such Lender or LC Issuer notifies the Company in writing of such increased expense incurred costs or reductions and of such Lender's or LC Issuer's intention to claim compensation therefor; provided, further, that if such adoption or such change giving rise to such increased costs or reduction in an amount received which is retroactive such Lender determines is directly attributable 90-day period shall be extended to making, funding and maintaining its Loans and Facility Letters include the period of Credit (or participations therein) and its Commitmentretroactive effect.

Yield Protection. If, after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin any existing or future law, rule, regulation, policy, guideline or any change in directive or the interpretation or administration thereof, or the compliance of any Lender therewith, (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Company, or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunderhereunder (excluding any tax imposed with respect to the overall net income of any Lender or its Lending Installation and any franchise taxes imposed on any such Lender or Lending Installation to the extent such franchise taxes are in lieu of net income taxes), or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iii) affects the amount of capital required or expected to be maintained by any Lender or Lending Installation or any corporation controlling any Lender or Lending Installation and such Lender determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make or maintain Loans hereunder or of commitments of this type, or (iv) 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 Loans or Facility Letters of Credit (or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters of Credit (or participations therein), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Loans or Facility Letters of Credit (or participations therein) loans held or interest received by it, by it in an amount deemed material by such Lender, thenand the result of any of the foregoing is to increase the cost to such Lender or Lending Installation of making, within 15 days renewing or maintaining its Commitment or any Loan or to reduce any amount receivable in respect thereof or to reduce the rate of demand return on the capital of such Lender or Lending Installation or any Person controlling such Lender or Lending Installation as it relates to credit facilities in the nature of that evidenced by such Lenderthis Agreement, then the Borrower Company shall pay such Lender that portion of such increased expense incurred (including, in the case of Section 3.1(iii), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such law, rule, regulation, policy, guideline or directive and after taking into account such Lender's policies as to capital adequacy) or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters its Commitment to the extent such expenses or reductions arise from and after the date which is 90 days before receipt by the Company of Credit (demand for payment by such Lender. Notwithstanding the foregoing, if any of the foregoing circumstances otherwise giving rise to the yield protection provisions of this Section are imposed solely against a single Lender as a result of circumstances or participations therein) conditions which apply solely to that Lender and its Commitmentnot generally to lenders domiciled in the jurisdiction of such Lender's domicile, then the yield protection provisions of this Section shall not apply with respect to such circumstances.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption ---------------- of or any change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by the compliance Issuer or any Participant or applicable Installation with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (ia) subjects the Agent, Issuer or any Lender Participant or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender Letter of Credit Provider in respect of its Loans or interest in the Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Issuer, any Lender Participant or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Advances)Installation, or (iiic) imposes any other condition the result of which is to increase the cost to the Issuer, any Lender Participant or any applicable Lending Installation of making, funding issuing or maintaining Loans or participating in Facility Letters of Credit (or participations therein) or reduces any amount receivable by the Issuer, any Lender Participant or any applicable Lending Installation in connection with Loans or any Facility Letters of Credit (or participations therein)Credit, or requires the Issuer, any Lender Participant or any applicable Lending Installation to make any payment calculated by reference to the amount of Loans or Facility Letters of Credit (issued or participations therein) held participated in or interest received by it, in each case, by an amount reasonably deemed material by the Issuer or such LenderParticipant, and the result of any of the foregoing is to increase the cost to the Issuer or such Participant or applicable Installation of funding and maintaining its interest in the Facility Letters of Credit and its pro rata share of the Aggregate Facility Letter of Credit Commitment or to reduce the return received by the Issuer or such Participant or applicable Installation in connection with funding and maintaining its interest in the Facility Letters of Credit and its pro rata share of the Aggregate Facility Letter of Credit Commitment, then, within 15 days of demand by the Issuer or such LenderParticipant, the Borrower Company shall pay the Issuer or such Lender that portion of Participant such additional amount or amounts as will compensate the Issuer or such Participant for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. If, after If any Change in Law: (A) subjects the date of this Agreement, the adoption of any law Administrative Agent or any governmental or quasi-governmental ruleLender to any taxes, regulationimposts, policydeductions, guideline or directive (whether or not having the force of law)fees, assessments, charges, or any change therein, or any change in the interpretation or administration thereof, or the compliance of any Lender therewith, withholdings (other than (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excludingTaxes, (xii) items described in the case clauses (A) and (C) of the Agent and definition of each LenderExcluded Taxes, (1iii) United States federal taxation of its overall net income, Connection Income Taxes and (2iv) taxes imposed Other Taxes) on its overall net incomeloans, and franchise taxes imposed on itloan principal, by any jurisdiction outside letters of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereofcredit, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)commitments, or changes the basis of taxation of payments to any Lender in respect of other obligations, or its Loans deposits, reserves, other liabilities or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, capital attributable thereto; or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Eurocurrency Rate Advances)Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition (other than taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining Loans its Revolving Loan Commitment, the Loans, the L/C Interests or Facility the Letters of Credit (or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters of Credit (or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of its Revolving Loan Commitment, Loans or Facility Letters of Credit (or participations therein) the L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to the Administrative Agent or that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests or Letters of Credit, or to reduce any amount received under this Agreement, then, within 15 fifteen (15) days after receipt by the Company of written demand by the Administrative Agent or such Lender, pursuant to Section 4.5, the Borrower Company shall pay the Administrative Agent or such Lender that portion of such increased expense incurred or reduction in an amount received which the Administrative Agent or such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Loans, L/C Interests, Letters of Credit (or participations therein) and its Revolving Loan Commitment.

Yield Protection. (a) If, on or after the date of this Agreement, (x) the adoption of or any change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or (y) any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or (z) compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the compliance force of law) issued on or after the date hereof of any Lender therewith,such authority, central bank or comparable agency: (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Eurodollar Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iii) 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 Eurodollar Loans or Facility of issuing or participating in Letters of Credit (or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Eurodollar Loans or Facility its issuance of or participations in Letters of Credit (or participations therein)Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans held or Facility interest received, or Letters of Credit (issued or participations therein) held or interest received participated in, by it, by an amount deemed material by such Lender, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation of making or maintaining its Eurodollar Loans or Commitment or issuing or participating in Letters or Credit or to reduce the return received by such Lender or applicable Lending Installation in connection with such Eurodollar Loans, such Commitment or the Letters of Credit, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for such increased expense incurred cost or reduction in an amount received received. A Lender shall not be entitled to demand compensation or be compensated hereunder to the extent that such compensation relates to any period of time more than 60 days prior to the date upon which such Lender determines first notified the Borrower of the occurrence of the event entitling such Lender to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the retroactive application of any event so notified to the Borrower). (b) Without limiting subsection (a) above, any Lender may require the Borrower to pay, contemporaneously with each payment of interest on any Eurodollar Loan of such Lender, additional interest on such Eurodollar Loan at a rate per annum determined by such Lender up to but not exceeding the excess of (i) (A) the applicable Eurodollar Base Rate divided by (B) one minus the Reserve Requirement over (ii) the applicable Eurodollar Base Rate. Any Lender wishing to require payment of such additional interest (x) shall so notify the Borrower and the Administrative Agent, in which case such additional interest on the Eurodollar Loans of such Lender shall be payable to such Lender at the place indicated in such notice with respect to each Interest Period commencing at least three Business Days after the giving of such notice and (y) shall notify the Borrower at least five Business Days prior to each date on which interest is directly attributable to making, funding and maintaining its Loans and Facility Letters payable on any Eurodollar Loan of Credit (or participations therein) and its Commitmentthe amount then due it under this Section 3.1.

Yield Protection. If, after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change Change in the interpretation or administration thereof, or the compliance of any Lender therewith,Law: (i) subjects the Administrative Agent, any Lender or any applicable Lending Installation Office to any taxtaxes, dutyduties, charge levies, imposts, deductions, assessments, fees, charges or withholding on or from payments due from the Borrower withholdings, and all liabilities with respect thereto (excludingother than (A) Taxes, (xB) in the case of the Agent and of each Lender, Excluded Taxes or (1C) United States federal taxation of its overall net income, and (2Other Taxes) taxes imposed on its overall net incomeloans, and franchise taxes imposed on itloan principal, by any jurisdiction outside letters of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereofcredit, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)commitments, or changes the basis of taxation of payments other obligations, or its deposits, reserves, other liabilities, capital or liquidity attributable to any Lender in respect of making, converting, funding or maintaining its Loans Borrowings or Facility Letters of Credit (or participations therein) or other amounts due it hereunderits Revolving Commitment, or (ii) 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 Office (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate AdvancesEurocurrencyTerm SOFR Borrowings or Adjusted Daily Simple SOFR Borrowings), or (iii) imposes any other condition condition, and the result of which is to increase the cost to of any Lender or any applicable Lending Installation Office of making, funding or maintaining Loans or Facility Letters of Credit (or participations therein) loans or reduces any amount receivable by any Lender or any applicable Lending Installation Office in connection with Loans or Facility Letters of Credit (or participations therein)loans, or requires any Lender or any applicable Lending Installation Office to make any payment calculated by reference to the amount of Loans or Facility loans held, Letters of Credit (issued or participations therein) held participated in or interest received by it, by an amount deemed material by such Lender, then, within 15 fifteen (15) days of demand by the Administrative Agent or such Lender, the Borrower shall pay the Administrative Agent or such Lender that portion of such increased expense incurred or reduction in an amount received which the Administrative Agent or such Lender determines is directly attributable to making, funding and maintaining its Loans Borrowings and Facility Letters of Credit its Revolving Commitment (which determination shall be made in good faith (and not on an arbitrary or participations thereincapricious basis) and its Commitmentconsistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant).

Yield Protection. If, after the date of this Agreement, the adoption of (a) If any law Applicable Law or any governmental or quasi-governmental rule, regulation, regulatory policy, guideline or directive (whether or not having the force of law), or any change thereininterpretation thereof, adopted or changed after the Amendment Effective Time, or any change in the interpretation or administration thereof, or the compliance of any Lender therewithBank with such, (i) subjects the Agent, any Lender Bank or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereofother than Excluded Taxes), or changes the basis of taxation (excluding changes in tax rates applicable to Excluded Taxes) of payments to any Lender Bank in respect of its Loans or Facility Letters of Commitment, Credit (or participations therein) Extensions or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against commitments by, assets of, deposits with or for the account of, or credit extended by, any Lender Bank or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Eurodollar Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender Bank or any applicable Lending Installation of making its Commitment or making, funding or maintaining Loans or Facility Letters of Credit (or participations therein) Extensions or reduces any amount receivable by any Lender Bank or any applicable Lending Installation in connection with Loans its Commitment or Facility Letters of Credit (or participations therein)Extensions, or requires any Lender Bank or any applicable Lending Installation to make any payment calculated by reference to the amount of Loans or Facility Letters of Credit (or participations therein) held Extensions held, the Commitment made, or interest received by it, it by an amount deemed material by such LenderBank, or (iv) affects the amount of capital required or expected to be maintained by any Bank or Lending Installation or any corporation controlling any Bank and such Bank determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make Credit Extensions hereunder or of commitments of this type, then, within 15 90 days of after demand by such LenderBank or at the immediately succeeding Quarterly Payment Date, whichever period is shorter (but in no event less than ten Business Days), the Borrower shall pay such Lender Bank that portion (after giving effect to any payment made or to be made under SECTION 2.19, if applicable) of such increased expense incurred (including, in the case of SECTION 3.01(A)(IV), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such regulation after taking into account such Bank's policies as to capital adequacy) or reduction in an amount received which such Lender Bank determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (Extensions or participations therein) and its Commitment. (b) In determining such increased expense, reduction in rate of return of capital or reduction in an amount received pursuant to SECTION 3.01(A), each Bank shall act reasonably and in good faith and will, to the extent the increased costs or reductions in amounts received or receivable relate to such Bank's loans in general and are not specifically attributable to the Credit Extensions hereunder, use averaging and attribution methods which are reasonable and which cover all loans and other credit extensions similar to the Credit Extensions made by such Bank whether or not the loan documentation for such other loans permits the Bank to receive increased costs of the type described in SECTION 3.01(A), with written notice as to the additional amounts owed to such Bank, showing the basis for the calculation thereof and containing a description of the event giving rise to such increased expense, reduction in rate of return of capital or reduction in amount received hereunder, to the Borrower by such Bank to be, absent manifest error, final and conclusive and binding upon all the parties hereto.

Yield Protection. If, after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin any existing or future law, rule, regulation, policy, guideline or any change in directive or the interpretation or administration thereof, or the compliance of any Lender therewith, (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Company, or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunderhereunder (excluding any tax imposed with respect to the overall net income of any Lender or its Lending Installation and any franchise taxes imposed on any such Lender or Lending Installation to the extent such franchise taxes are in lieu of net income taxes), or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate AdvancesEurodollar Advances or Discount Loans), or (iii) affects the amount of capital required or expected to be maintained by any Lender or Lending Installation or any corporation controlling any Lender or Lending Installation and such Lender determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make or maintain Loans hereunder or of commitments of this type, or (iv) 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 Loans or Facility Letters of Credit (or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters of Credit (or participations therein), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Loans or Facility Letters of Credit (or participations therein) loans held or interest received by it, by it in an amount deemed material by such Lender, thenand the result of any of the foregoing is to increase the cost to such Lender or Lending Installation of making, within 15 days renewing or maintaining its Commitment or any Loan or to reduce any amount receivable in respect thereof or to reduce the rate of demand return on the capital of such Lender or Lending Installation or any Person controlling such Lender or Lending Installation as it relates to credit facilities in the nature of that evidenced by such Lenderthis Agreement, then the Borrower Company shall pay such Lender that portion of such increased expense incurred (including, in the case of Section 3.1(iii), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such law, rule, regulation, policy, guideline or directive and after taking into account such Lender's policies as to capital adequacy) or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters its Commitment to the extent such expenses or reductions arise from and after the date which is 90 days before receipt by the Company of Credit (demand for payment by such Lender. Notwithstanding the foregoing, if any of the foregoing circumstances otherwise giving rise to the yield protection provisions of this Section are imposed solely against a single Lender as a result of circumstances or participations therein) conditions which apply solely to that Lender and its Commitmentnot generally to lenders domiciled in the jurisdiction of such Lender's domicile, then the yield protection provisions of this Section shall not apply with respect to such circumstances.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender therewith, (i) subjects the AgentLender, any Lender or any applicable Lending Installation to or any taxIssuer with any request or directive (whether or not having the force of law) of any such authority, duty, charge central bank or withholding on or from payments due from the Borrower comparable agency: (excluding, (xa) in the case of the Agent and of each subjects any Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Eurodollar Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or any Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any Issuer of making, funding or maintaining its Eurodollar Loans or Facility of issuing or participating in Letters of Credit (or participations therein) or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or any Issuer in connection with its Eurodollar Loans or Facility Letters of Credit (or participations therein)Credit, or requires any Lender or Lender, any applicable Lending Installation or any Issuer to make any payment calculated by reference to the amount of Eurodollar Loans or Facility Letters of Credit (or participations therein) held or interest received by it, by an amount deemed material by such Lender or such Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, the applicable Lending Installation or such Issuer of making or maintaining its Eurodollar Loans, Letters of Credit or Commitment or to reduce the return received by such Lender, the applicable Lending Installation or such Issuer in connection with such Eurodollar Loans, Letters of Credit or Commitment, then, within 15 days of demand by such LenderLender or such Issuer, the Borrower shall pay such Lender that portion of or such Issuer such additional amount or amounts as will compensate such Lender or such Issuer for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any new or changed request or directive (whether or not having the compliance force of law) of any Lender therewithsuch authority, central bank or comparable agency, (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the any Borrower (excludingexcluding federal, (x) in the case state and local taxation of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by income of any jurisdiction outside of the United States of America Lender or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereofInstallation), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iii) 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 Loans or Facility Letters of Credit (or participations therein) loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters of Credit (or participations therein)loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Loans or Facility Letters of Credit (or participations therein) loans held or interest received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lender, the Borrower Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received received, without duplication of any other amount claimed pursuant to this Section 3.1 or any other provision herein, which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters its Commitments. (b) If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive of any jurisdiction outside of the United States of America or any subdivision thereof (whether or not having the force of law) imposes or deems applicable any reserve requirement against or fee with respect to assets of, deposits with or for the account of, or credit extended by, any lender or any applicable Lending Installation, and the result of the foregoing is to increase the cost to such lender or applicable Lending Installation of making or maintaining its Multicurrency Revolving Credit (Loans to the Borrowers or participations therein) and its Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such Multicurrency Revolving Credit Loans or Commitment, then within 15 days of demand by such Lender, the Borrowers shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received, provided that the Borrowers shall not be required to compensate any lender for such reserve costs or fees to the extent that an amount equal to such reserve costs or fees is received by such lender as a result of the calculation of the interest rate applicable to Multicurrency Advances.

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects the Agent, any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans or Eurodollar Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iii) imposes any other condition 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 Loans its Eurodollar Loans, or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with Loans or its Eurodollar Loans, Facility Letters of Credit (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 or Eurodollar Loans, Facility Letters of Credit (LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Swing Line Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment or Facility LCs or participations therein, then, within 15 30 days of demand by such LenderLender or the LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit received. (or participations thereinb) and its Commitment.NON-U.S. RESERVE COSTS OR FEES WITH RESPECT TO CREDIT EXTENSIONS TO NON-U.S.

Yield Protection. IfSubject to the provisions of Section 3.6, if, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the compliance force of law) of any Lender therewith, such authority, central bank or comparable agency: (ia) subjects the Agent, any Lender or any applicable Lending Installation party hereto to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its Loans SOFR Rate Loans, or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (iib) imposes or increases or deems makes applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than any other reserves and assessments taken into account in determining the interest rate applicable to Fixed SOFR Rate Advances, if any), or or (iiic) imposes any other condition the direct result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining Loans or Facility Letters of Credit (or participations therein) its SOFR Rate Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters of Credit (or participations therein)its SOFR Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR Rate Loans, by a material amount, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its SOFR Rate Loans or Facility Letters of Credit (Commitment or participations therein) held or interest to reduce the return received by it, by an amount deemed material by such LenderLender or applicable Lending Installation in connection with such SOFR Rate Loans or Commitment, then, within 15 days subject to the provisions of demand by such LenderSection 3.6, the Borrower shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. If, after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change Change in the interpretation or administration thereof, or the compliance of any Lender therewith,Law: (i) subjects the Administrative Agent, any Lender or any applicable Lending Installation Office to any taxtaxes, dutyduties, charge levies, imposts, deductions, assessments, fees, charges or withholding on or from payments due from the Borrower withholdings, and all liabilities with respect thereto (excludingother than (A) Taxes, (xB) in the case of the Agent and of each Lender, Excluded Taxes or (1C) United States federal taxation of its overall net income, and (2Other Taxes) taxes imposed on its overall net incomeloans, and franchise taxes imposed on itloan principal, by any jurisdiction outside letters of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereofcredit, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)commitments, or changes the basis of taxation of payments other obligations, or its deposits, reserves, other liabilities, capital or liquidity attributable to any Lender in respect of making, converting, funding or maintaining its Loans Borrowings or Facility Letters of Credit (or participations therein) or other amounts due it hereunderits Term Loan Commitment, or (ii) 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 Office (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate AdvancesEurocurrencyTerm SOFR Borrowings or Adjusted Daily Simple SOFR Borrowings), or (iii) imposes any other condition condition, and the result of which is to increase the cost to of any Lender or any applicable Lending Installation Office of making, funding or maintaining Loans or Facility Letters of Credit (or participations therein) loans or reduces any amount receivable by any Lender or any applicable Lending Installation Office in connection with Loans or Facility Letters of Credit (or participations therein)loans, or requires any Lender or any applicable Lending Installation Office to make any payment calculated by reference to the amount of Loans or Facility Letters of Credit (or participations therein) loans held or interest received by it, by an amount deemed material by such Lender, then, within 15 fifteen (15) days of demand by the Administrative Agent or such Lender, the Borrower shall pay the Administrative Agent or such Lender that portion of such increased expense incurred or reduction in an amount received which the Administrative Agent or such Lender determines is directly attributable to making, funding and maintaining its Loans Borrowings and Facility Letters of Credit its Term Loan Commitment (which determination shall be made in good faith (and not on an arbitrary or participations thereincapricious basis) and its Commitmentconsistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant).

Yield Protection. If, after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change Change in the interpretation or administration thereof, or the compliance of any Lender therewith,Law: (i) subjects the Administrative Agent, any Lender or any applicable Lending Installation or any LC Issuer to any taxtaxes, dutyduties, charge levies, imposts, deductions, fees, assessments, charges or withholding withholdings, and any and all liabilities with respect to the foregoing, on its loans, loan principal, letters of credit, commitments, or from payments due from the Borrower other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (excludingother than (A) Taxes, (xB) in the case of the Agent and of each Lender, Excluded Taxes or (1C) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereofOther Taxes), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes imposes, modifies or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurocurrency Advances), or (iii) imposes any other condition 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 Loans or Commitments, or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with its Loans or Commitments, Facility Letters of Credit (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 Loans or Commitments, Facility Letters of Credit (LCs or participations therein) participants therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to the Administrative Agent, such Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making, continuing, converting into or maintaining its Loans or Commitments or of issuing or participating in Facility LCs or to reduce the return received by the Administrative Agent, such Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Loans or Commitments, Facility LCs or participations therein, then, within 15 fifteen (15) days of demand by the Administrative Agent, such Lender, or LC Issuer the Borrower Borrowers shall pay pay, the Administrative Agent, such Lender or LC Issuer such additional amount or amounts as will compensate the Administrative Agent, such Lender or such LC Issuer, as the case may be, for such increased cost or reduction in amount received; provided, that portion the Borrowers shall not be required to compensate a Lender or LC Issuer under this Section 3.1 for any increased costs or reductions incurred more than 90 days prior to the date that such Lender or LC Issuer notifies the Company in writing of such increased expense incurred costs or reductions and of such Lender’s or LC Issuer’s intention to claim compensation therefor; provided, further, that if such adoption or such change giving rise to such increased costs or reduction in an amount received which is retroactive such Lender determines is directly attributable 90-day period shall be extended to making, funding and maintaining its Loans and Facility Letters include the period of Credit (or participations therein) and its Commitmentretroactive effect.

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any new or changed request or directive (whether or not having the compliance force of law) of any Lender therewithsuch authority, central bank or comparable agency, (ia) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excludingexcluding federal, (x) in the case state and local taxation of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by income of any jurisdiction outside of the United States of America Lender or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereofInstallation), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iiic) 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 Loans or Facility Letters of Credit (or participations therein) loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters of Credit (or participations therein)loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Loans or Facility Letters of Credit (or participations therein) loans held or interest received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received received, without duplication of any other amount claimed pursuant to this Section 3.1 or any other provision herein, which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters its Commitments. (b) If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive of Credit any jurisdiction outside of the United States of America or any subdivision thereof (whether or participations thereinnot having the force of law) imposes or deems applicable any reserve requirement against or fee with respect to assets of, deposits with or for the account of, or credit extended by, any lender or any applicable Lending Installation, and the result of the foregoing is to increase the cost to such lender or applicable Lending Installation of making or maintaining its Multicurrency Loans to the Borrower or its Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such Multicurrency Loans or Commitment, then within 15 days of demand by such Lender, the Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received, provided that the Borrower shall not be required to compensate any lender for such reserve costs or fees to the extent that an amount equal to such reserve costs or fees is received by such lender as a result of the calculation of the interest rate applicable to Multicurrency Advances.

Yield Protection. If, after the date of this Agreement (for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all guidelines and regulations adopted in connection therewith are deemed to have been adopted after the date hereof), the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof, or the compliance of any Lender therewith, or Regulation D of the Board of Governors of the Federal Reserve System, (i1) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case excluding taxation of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside income or receipts of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereofbranch profits taxes), or changes the basis of taxation of payments to any such Lender in respect of its Loans or Facility Letters portion of Credit (or participations therein) the Loan or other amounts due it hereunder, or (ii2) imposes imposes, modifies, 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 (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate AdvancesLibor Loans), or (iii3) 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 Loans or Facility Letters of Credit (or participations therein) advances or reduces any amount receivable by any such Lender or any applicable Lending Installation in connection with Loans or Facility Letters of Credit (or participations therein)advances, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Loans or Facility Letters of Credit (or participations therein) advances held or interest received by it, by an amount deemed material by such Lender, or (4) affects the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender and such Lender determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make the Loan hereunder or of commitments of this type, then, within 15 days three (3) Business Days of demand by such Lender, the Borrower shall agrees to pay such Lender that portion of such increased expense incurred (including, in the case of clause (d), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such law, rule, regulation, policy, guideline or directive and after taking into account such Lender’s policies as to capital adequacy) or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentthe Loan.

Yield Protection. If, after the date of this Agreement, the adoption of If any law or any governmental or quasi-quasi- ---------------- governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof, or the compliance of any Lender therewith, (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States excluding federal taxation of its the overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by income of any jurisdiction outside of the United States of America Lender or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereofInstallation), or changes the basis of taxation of payments to any Lender in respect of its Loans or Loans, its interest in the Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Advances), or (iii) 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 Loans or Facility Letters of Credit (or participations therein) loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans loans or Facility Letters letters of Credit (or participations therein)credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Loans loans held, letters of credit issued or Facility Letters of Credit (or participations therein) held participated in or interest received by it, by an amount deemed material by such Lender, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Loans, its interest in the Facility Letters of Credit (or participations therein) and its Commitment.Commitment (which shall include any taxes payable on the taxes paid by the Borrower pursuant to this Section 3.1 to the extent any tax which is not ----------- excluded in clause (i) above is payable by such Lender thereon). ----------

Yield Protection. If, after the date of this Agreement, the adoption of any law or the application of any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof, or the compliance of any Lender therewith, (i) subjects the Agent, any Lender or any applicable Lending Installation with respect to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Committed Loans bearing interest at a Fixed Rate, or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunderCredit, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Committed Advances bearing interest at a Fixed Rate Advancesor for which such Lender is compensated pursuant to Section 2.5.15), or (iiiii) with respect to Committed Loans bearing interest at a Fixed Rate, or Letters of Credit, imposes any other condition condition, the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining Loans such Loans, or Facility of issuing, maintaining or participating in Letters of Credit (or participations therein) Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters of Credit (or participations therein)therewith, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of such Loans or Facility held by it, such Letters of Credit (participated in by it or participations therein) held or interest such amounts received by it, by an amount deemed material by such Lender, then, within 15 30 days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender reasonably and in good faith determines is directly attributable to the making, funding and maintaining its of such Loans and Facility by it or to issuing, maintaining or participating in Letters of Credit (or participations therein) and its CommitmentCredit.

Yield Protection. If, after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change Change in the interpretation or administration thereof, or the compliance of any Lender therewith,Law shall: (i) subjects the Agentimpose, any Lender modify or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes 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 advances, loans or other credit extended or participated in by, any Lender (except any reserve requirement applicable to Eurodollar Advances) or any applicable Lending Installation Issuer; (ii) subject any Recipient to any Taxes (other than reserves (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and assessments taken into account in determining the interest rate applicable to Fixed Rate Advances)(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 (iii) imposes impose on any Lender or any Issuer or the London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; and the result of which is any of the foregoing shall be to increase the cost to any Lender such Lender, the Issuer or any applicable Lending Installation such other Recipient of making, funding converting to, continuing or maintaining Loans any Loan (or Facility Letters of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or participations therein) of maintaining its obligation to participate in or reduces to issue any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters Letter of Credit (or participations thereinCredit), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to reduce the amount of Loans any sum received or Facility Letters of Credit (or participations therein) held or interest received by it, by an amount deemed material receivable by such Lender, such Issuer or such other Recipient hereunder (whether of principal, interest or any other amount) then, within 15 days upon written request of demand by such Lender, such Issuer or other Recipient, the Borrower Borrowers shall promptly pay to any such Lender that portion of Lender, such increased expense Issuer or other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentsuffered.

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects the Agent, any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans or Eurocurrency Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurocurrency Advances), or (iii) imposes any other condition 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 Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with Loans or its Eurocurrency Loans, Facility Letters of Credit (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 Loans or Eurocurrency Loans, Facility Letters of Credit (LCs or participations therein) therein held or interest or LC fees received by it, by an amount deemed material by such LenderLender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loan, or Commitment, Facility LCs or participations therein, then, within 15 30 days of demand by such LenderLender or the LC Issuer, as the case may be, the relevant Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer for such increased expense incurred cost or reduction in amount received. (b) Non-U.S. Reserve Costs or Fees With Respect to Loans to Non-U.S. Borrowers. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive of any jurisdiction outside of the United States of America or any subdivision thereof (whether or not having the force of law) imposes or deems applicable any reserve requirement against or fee with respect to assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer, and the result of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer of making or maintaining its Eurocurrency Loans or of issuing or participating in Facility LCs to any Borrower that is not incorporated under the laws of the United States of America or a state thereof (each a "Non-U.S. Borrower") or its Commitment to any Non-U.S. Borrower or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer in connection with such Eurocurrency Loans, Facility LCs or participations therein to any Non-U.S. Borrower or Commitment to any Non-U.S. Borrower, then, within 30 days of demand by such Lender or the LC Issuer, such Non-U.S. Borrower shall pay such Lender or the LC Issuer such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received, provided that such Non-U.S. Borrower shall not be required to compensate any Lender or the LC Issuer for such non-U.S. reserve costs or fees to the extent that an amount equal to such reserve costs or fees is received which by such Lender determines is directly attributable or LC Issuer as a result of the calculation of the interest rate applicable to making, funding and maintaining its Loans and Facility Letters Eurocurrency Advances pursuant to clause (i)(b) of Credit (or participations therein) and its Commitmentthe definition of "Eurocurrency Rate."

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation, promulgation, implementation or administration thereof by any change in governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or compliance by the compliance Bank with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (ia) subjects the Agent, any Lender or any applicable Lending Installation Bank to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to any Lender Excluded Taxes) to the Bank in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunderthe Revolving Loans, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation the Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Advancesrate), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation the Bank of making, funding or maintaining Loans or Facility Letters of Credit (or participations therein) the Revolving Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation the Bank in connection with Loans or Facility Letters of Credit (or participations therein)the Revolving Loans, or requires any Lender or any applicable Lending Installation the Bank to make any payment calculated by reference to the amount of Loans or Facility Letters of Credit (or participations therein) held or interest received by itthe Revolving Loans, by an amount deemed material by such Lenderthe Bank, and the result of any of the foregoing is to increase the cost to the Bank of making or maintaining the Revolving Loans or Revolving Commitment or to reduce the return received by the Bank in connection with the Revolving Loans or Revolving Commitment, then, within 15 days of after demand by such Lenderthe Bank, the Borrower shall pay the Bank such Lender that portion of additional amount or amounts as will compensate the Bank for such increased expense incurred cost or reduction in an amount received, provided that the Borrower shall not be required to compensate the Bank pursuant to this Section 2.11 for any increased cost or reduction in return received which suffered more than 180 days prior to the date that the Bank notifies the Borrower of any of the circumstances described above giving rise to such Lender determines increased cost or reduction in return and of the Bank’s intention to claim compensation therefor; provided further, that if any of the circumstances described above giving rise to such increased cost or reduction in return is directly attributable retroactive, then the 180-day period referred to making, funding and maintaining its Loans and Facility Letters above shall be extended to include the period of Credit (or participations therein) and its Commitment.retroactive effect thereof. A certificate as to such amount

Yield Protection. If, on or after the date of this Agreement, the adoption of or any change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, any applicable Lending Installation or the compliance Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects the Agentany Lender, any Lender or any applicable Lending Installation or the Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the Issuer in respect of its Loans or Facility Eurodollar Loans, Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or the Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or the Issuer of making, funding or maintaining its Eurodollar Loans or Facility of issuing or participating in Letters of Credit (or participations therein) or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or the Issuer in connection with its Eurodollar Loans or Facility Letters of Credit (or participations therein)Credit, or requires any Lender or Lender, any applicable Lending Installation or the Issuer to make any payment calculated by reference to the amount of Eurodollar Loans or Facility Letters of Credit (or participations therein) held or interest received by it, by an amount deemed material by such Lender or the Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, the applicable Lending Installation or the Issuer of making or maintaining its Eurodollar Loans, Letters of Credit or Commitment or to reduce the return received by such Lender, the applicable Lending Installation or the Issuer in connection with such Eurodollar Loans, Letters of Credit or Commitment, then, within 15 days of demand by such LenderLender or the Issuer, the Borrower shall pay such Lender that portion of or the Issuer such additional amount or amounts as will compensate such Lender or the Issuer for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any change in governmental or quasi- governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iiiii) 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 Revolving Loan Commitment or Eurodollar Loans or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Revolving Loan Commitment or Eurodollar Loans or Facility Letters of Credit LCs (or including 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 Revolving Loan Commitment or Eurodollar Loans or Facility Letters of Credit LCs (or including participations therein) held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer, as applicable. and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer of making or maintaining its Eurodollar Loans or Revolving Loan Commitment or of issuing or participating in Facility LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or LC Issuer in connection with such Eurodollar Loans or Revolving Loan Commitment, or Facility LCs (including participations therein), then, within 15 fifteen (15) days of demand demand, accompanied by the written statement required by Section 3.6, by such LenderLender or LC Issuer, the Borrower shall pay such Lender that portion of or LC Issuer such additional amount or amounts as will compensate such Lender or LC Issuer for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (ia) subjects the Agent, any Lender Bank or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender Bank or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit (or participations participation therein) or other amounts due it hereunder, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Eurodollar Rate AdvancesBorrowings), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender Bank or any applicable Lending Installation or the LC Issuer of making, funding or maintaining Loans its Eurodollar Loans, or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender Bank or any applicable Lending Installation or the LC Issuer in connection with Loans or its Eurodollar Loans, Facility Letters of Credit (LCs or participations therein), or requires any Lender Bank or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans or Facility Letters of Credit (LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderBank or the LC issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Bank or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Bank or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such LenderBank or the LC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender that portion of Bank or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Bank or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. IfIf any Change in Law, after or the date compliance by any Lender or its Lending Office or the Letter of this Agreement, the adoption of Credit Issuer with any law or any governmental or quasi-governmental rule, regulation, policy, guideline request or directive (whether or not having the force of law)) of any governmental or quasi-governmental authority, central bank or any change therein, or any change in comparable agency charged with the interpretation or administration thereof, or the compliance of any Lender therewith,Change in Law: (i) subjects the Agentimposes, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes or increases modifies or deems applicable any reservereserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, assessmentspecial, supplemental or other marginal reserve requirement with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D))), special 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 any applicable Lending Installation Letter of Credit Issuer; (ii) subjects any Recipient to any Taxes (other than reserves than: (A) Indemnified Taxes; (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes; and assessments taken into account in determining the interest rate applicable to Fixed Rate Advances)(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 (iii) imposes on any Lender or the Letter of Credit Issuer any other condition condition, cost or expense affecting this Credit Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of which is any of the foregoing increases the cost to such Lender of making, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to any such Lender or any applicable Lending Installation the Letter of makingCredit Issuer of participating in, funding issuing or maintaining Loans or Facility Letters any Letter of Credit (or participations therein) of maintaining its obligation to participate in or reduces to issue any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters Letter of Credit (or participations thereinCredit), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to reduce the amount of Loans any sum received or Facility Letters receivable by such Lender or the Letter of Credit Issuer hereunder (whether of principal, interest or participations thereinany other amount) held or interest received by it, by an amount deemed material by such Lender, then, within 15 upon request of such Lender or the Letter of Credit Issuer upon not less than 10 days of prior written demand by such Lendertherefor, the applicable Borrower shall Parties will pay to such Lender that portion or the Letter of Credit Issuer, as the case may be, such increased expense additional amount or amounts as will compensate such Lender or the Letter of Credit Issuer, as the case may be, for such additional costs incurred or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentsuffered.

Yield Protection. If, after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change Change in the interpretation or administration thereof, or the compliance of any Lender therewith,Law: (i) subjects the Administrative Agent, any Lender or any applicable Lending Installation Office to any taxtaxes, dutyduties, charge levies, imposts, deductions, assessments, fees, charges or withholding on or from payments due from the Borrower withholdings, and all liabilities with respect thereto (excludingother than (A) Taxes, (xB) in the case of the Agent and of each Lender, Excluded Taxes or (1C) United States federal taxation of its overall net income, and (2Other Taxes) taxes imposed on its overall net incomeloans, and franchise taxes imposed on itloan principal, by any jurisdiction outside letters of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereofcredit, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)commitments, or changes the basis of taxation of payments other obligations, or its deposits, reserves, other liabilities, capital or liquidity attributable to any Lender in respect of making, converting, funding or maintaining its Loans Borrowings or Facility Letters of Credit (or participations therein) or other amounts due it hereunderits Term Loan Commitment, or (ii) 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 Office (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate AdvancesTerm SOFR Borrowings or Adjusted Daily Simple SOFR Borrowings), or (iii) imposes any other condition condition, and the result of which is to increase the cost to of any Lender or any applicable Lending Installation Office of making, funding or maintaining Loans or Facility Letters of Credit (or participations therein) loans or reduces any amount receivable by any Lender or any applicable Lending Installation Office in connection with Loans or Facility Letters of Credit (or participations therein)loans, or requires any Lender or any applicable Lending Installation Office to make any payment calculated by reference to the amount of Loans or Facility Letters of Credit (or participations therein) loans held or interest received by it, by an amount deemed material by such Lender, then, within 15 fifteen (15) days of demand by the Administrative Agent or such Lender, the Borrower shall pay the Administrative Agent or such Lender that portion of such increased expense incurred or reduction in an amount received which the Administrative Agent or such Lender determines is directly attributable to making, funding and maintaining its Loans Borrowings and Facility Letters of Credit its Term Loan Commitment (which determination shall be made in good faith (and not on an arbitrary or participations thereincapricious basis) and its Commitmentconsistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant).

Yield Protection. If, after the date of this Agreement, the adoption of If any law or any governmental or quasi-quasi- governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)) adopted, enacted, modified or otherwise becoming effective after the date hereof, or any change therein, or any change in the interpretation or administration thereof, or the compliance of any Lender therewith, (i) subjects the Agent, any Lender or any applicable Lending Installation Institution to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by excluding any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereofExcluded Tax), or changes the basis of taxation of payments to any Lender in respect of its Loans or Loans, the Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation Institution (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation Institution of making, funding funding, maintaining, issuing or maintaining Loans participating in loans or Facility Letters of Credit (or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation Institution in connection with Loans loans or Facility Letters of Credit (or participations therein)Credit, or requires any Lender or any applicable Lending Installation Institution to make any payment calculated by reference to the amount of Loans or Facility loans held, Letters of Credit (or participations therein) held issued or interest received by it, in each case by an amount deemed material by such Lender, then, within 15 days of written demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender reasonably determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitment; provided that, Borrower shall not be obligated to pay Lender any amount described in this Section to the extent such amount is incurred prior to the 120th day preceding the day on which Borrower received written demand from Lender to pay such amount, unless such amount became due or payable during such 120 day period and retroactively applies to a date occurring prior to such 120 day period, in which case Borrower shall compensate Lender for such amount pursuant to this Section.

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law Law or any governmental or quasi-governmental rule, regulation, policy, guideline policy or directive (whether or not having the force of lawLaw), or any change therein, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of Law) of any Lender therewith,such authority, central bank or comparable agency (any such event, a “Change in Law”): (i) subjects the Agent, any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans or Eurocurrency Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurocurrency Advances), or (iii) imposes any other condition 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 Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with Loans or its Eurocurrency Loans, Facility Letters of Credit (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 Loans or Eurocurrency Loans, Facility Letters of Credit (LCs or participations therein) therein held or interest or LC fees received by it, by an amount deemed material by such LenderLender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loan, or Commitment, Facility LCs or participations therein, then, within 15 30 days of demand by such LenderLender or the LC Issuer, as the case may be, the relevant Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the compliance force of law) of any Lender therewith,such authority, central bank or comparable agency: (ia) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunderLoans, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate AdvancesLoans), or (iiic) 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 Facility Letters of Credit (or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters of Credit (or participations therein)its Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Loans or Facility Letters of Credit (or participations therein) held or interest received by it, by an amount deemed material by such Lender, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation of making or maintaining its Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such Loans or Commitment, then, within 15 30 days of demand by such Lender, the Borrower shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for such increased expense incurred cost or reduction in an amount received received, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentapplicable Lending Installation first made demand therefor.

Yield Protection. If, after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof, or the compliance of any Lender therewith, (ia) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower Company (excluding, (x) in the case of the Agent and of each Lender, (1) United States excluding federal taxation of its the overall net incomeincome of any Lender and any such tax, and (2) taxes imposed on its overall net incomeduty, and franchise taxes imposed on it, by any jurisdiction outside charge or withholding in effect as of the United States date of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereofthis Agreement), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters Revolving Loans, the Letter of Credit (or participations therein) or other amounts due it hereunder, orhereunder (excluding federal taxation of the overall net income of any Lender); (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed LIBOR Rate Advances), Loans) with respect to its Revolving Loans or the Letter of Credit; or (iiic) 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 the Revolving Loans or Facility Letters the Letter of Credit (or participations therein) or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with the Revolving Loans or Facility Letters the Letter of Credit (or participations therein), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Revolving Loans or Facility Letters of Credit (or participations therein) held or interest received by itit or by reference to the amount of such Lender's participation in the Letter of Credit, by an amount deemed material by such Lender, ; then, within 15 days of demand by such Lender, the Borrower Company shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is directly attributable to makingthereto. Such notice (which shall include calculations in reasonable detail) shall, funding in the absence of manifest error, be conclusive and maintaining its Loans binding on the Company. (h) Section 5.13 of the Credit Agreement is created and Facility Letters of Credit (or participations therein) and its Commitment.reads as follows:

Yield Protection. If, after If any Change in Law: (A) subjects the date of this Agreement, the adoption of any law Administrative Agent or any governmental or quasi-governmental ruleLender to any taxes, regulationimposts, policydeductions, guideline or directive (whether or not having the force of law)fees, assessments, charges, or any change therein, or any change in the interpretation or administration thereof, or the compliance of any Lender therewith, withholdings (other than (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excludingTaxes, (xii) items described in the case clauses (A) and (C) of the Agent and definition of each LenderExcluded Taxes, (1iii) United States federal taxation of its overall net income, Connection Income Taxes and (2iv) taxes imposed Other Taxes) on its overall net incomeloans, and franchise taxes imposed on itloan principal, by any jurisdiction outside letters of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereofcredit, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)commitments, or changes the basis of taxation of payments to any Lender in respect of other obligations, or its Loans deposits, reserves, other liabilities or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, capital attributable thereto; or (iiB) imposes or increases imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Eurocurrency Rate Advances)Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes on any Lender, the Administrative Agent or the London interbank market any other condition condition, cost or expense (other than taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; and the result of which is any of the foregoing shall be to increase the cost to any such Lender or any applicable Lending Installation the Administrative Agent of making, funding continuing, converting into or maintaining Loans any Loan or Facility Letters of Credit (or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters of Credit (or participations therein), or requires any Lender or any applicable Lending Installation maintaining its obligation to make any payment calculated by reference such Loan or to increase the cost to such Lender or the Administrative Agent of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of Loans any sum received or Facility Letters of Credit (or participations therein) held or interest received by it, by an amount deemed material receivable by such LenderLender or the Administrative Agent, whether of principal, interest or otherwise, then, within 15 fifteen (15) days after receipt by the Company of written demand by the Administrative Agent or such Lender, pursuant to Section 4.5, the Borrower shall Company will pay to such Lender that portion of or the Administrative Agent, as the case may be, such increased expense additional amount or amounts as will compensate such Lender or the Administrative Agent, as the case may be, for such additional costs incurred or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentsuffered.

Yield Protection. If, after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, ---------------- policy, guideline or directive (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof, or the compliance of any Lender therewithBank with such, (i) subjects any Bank, the Agent, any Lender LC Issuer or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof), Taxes or changes the basis of taxation of payments to any Lender Bank or the LC Issuer in respect of its Loans or Credit Extensions (including any participations in Facility Letters of Credit (or participations thereinLCs) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank, the LC Issuer or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender Bank, the LC Issuer or any applicable Lending Installation of making, funding or maintaining Loans or Credit Extensions (including any participations in Facility Letters of Credit (or participations thereinLCs) or reduces any amount receivable by any Lender Bank, the LC Issuer or any applicable Lending Installation in connection with Loans or Credit Extensions (including any participations in Facility Letters of Credit (or participations thereinLCs), or requires any Lender Bank, the LC Issuer or any applicable Lending Installation to make any payment calculated by reference to the amount of Loans or Credit Extensions (including any participations in Facility Letters of Credit (or participations thereinLCs) held or interest received by it, by an amount deemed material by such LenderBank or the LC Issuer, except any special charge imposed on a Bank or the LC Issuer separate from the Assessment Rate that is imposed on such Bank or the LC Issuer, as applicable, as a result of its non-performing loans or (iv) affects the amount of capital required or expected to be maintained by any Bank, the LC Issuer or Lending Office or any corporation controlling any Bank or the LC Issuer and such Bank or the LC Issuer, as applicable, determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make Credit Extensions (including any participations in Facility LCs) hereunder or of commitments of this type, then, within 15 days of demand by such LenderBank or the LC Issuer, as applicable, the Borrower Company shall pay such Lender Bank or the LC Issuer, as applicable, that portion of such increased expense incurred (including, in the case of Section 3.1(iv), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such change in regulation after taking into account such Bank's or the LC Issuer's policies as to capital adequacy) or reduction in an amount received which such Lender Bank or the LC Issuer, as applicable, determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) Extensions and its Commitment. The Company will not be liable for any amounts incurred by the Banks or the LC Issuer more than one year prior to the receipt by the Company of a notice from the Bank or the LC Issuer, as applicable, demanding payment of such amounts.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or the compliance of any Lender therewith, (i) subjects the Agent, by any Lender or applicable Lending Installation or any Fronting Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (a) subjects any Lender, any applicable Lending Installation or any Fronting Bank to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any Fronting Bank in respect of its Loans or Facility Fixed Rate Loans, Letters of Credit (or participations therein) or other amounts due it hereunder, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any Fronting Bank of making, funding or maintaining Loans its Fixed Rate Loans, or Facility of issuing or participating in Letters of Credit (or participations therein) Credit, or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or any Fronting Bank in connection with Loans or Facility Letters of Credit (or participations therein)its Fixed Rate Loans, or requires any Lender or Lender, any applicable Lending Installation or any Fronting Bank to make any payment calculated by reference to the amount of Loans or Facility Fixed Rate Loans, Letters of Credit (or participations therein) therein held or interest or Letter of Credit fees received by it, by an amount deemed material by such Lender or such Fronting Bank, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, the applicable Lending Installation, or such Fronting Bank, as the case may be, of making or maintaining its Fixed Rate Loans or Commitment or of issuing or participating in Letters of Credit or to reduce the return received by such Lender, the applicable Lending Installation, or such Fronting Bank, as the case may be, in connection with such Fixed Rate Loans, Commitment, Letters of Credit or participations therein, then, within 15 days of demand by such LenderLender or such Fronting Bank, as the case may be, the Borrower Borrowers shall pay such Lender that portion of or such Fronting Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Fronting Bank, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. If, on or after the date of this Agreement, the ---------------- adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i1) subjects the Agent, any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans or Fixed Rate Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or (ii2) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the LC Issuer or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iii3) imposes any other condition 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 Fixed Rate Loans or of issuing or participating in Facility Letters of Credit (or participations therein) LCs or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with Loans or its Fixed Rate Loans, Facility Letters of Credit (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 Loans or Fixed Rate Loans, Facility Letters of Credit (LCs or participations therein) therein held or interest received by it, by an amount deemed material by such LenderLender or the LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Fixed Rate Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation in connection with such Fixed Rate Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such LenderLender or the LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. If, after the date of this Agreement (for purposes of this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all guidelines and regulations adopted in connection therewith are deemed to have been adopted after the date hereof), the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof, or the compliance of any Lender therewith, or Regulation D of the Board of Governors of the Federal Reserve System, (ia) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case excluding taxation of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside income or receipts of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereofbranch profits taxes), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) the Term Loan or other amounts due it hereunder, or (iib) imposes imposes, modifies, 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 (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate AdvancesLibor Loans), or (iiic) 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 Loans or Facility Letters of Credit (or participations therein) advances or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with Loans or Facility Letters of Credit (or participations therein)advances, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Loans or Facility Letters of Credit (or participations therein) advances held or interest received by it, by an amount deemed material by such Lender, or (d) affects the amount of capital required or expected to be maintained by Lender or any corporation controlling Lender and Lender determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make the Term Loan hereunder or of commitments of this type, then, within 15 days three (3) Business Days of demand by such Lender, the Borrower shall agrees to pay such Lender that portion of such increased expense incurred (including, in the case of clause (d), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such law, rule, regulation, policy, guideline or directive and after taking into account Lender’s policies as to capital adequacy) or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentthe Term Loan.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any change in governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the compliance force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof), or changes the basis of taxation of payments to any Lender in respect of its Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iiiii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Commitment or Eurodollar Loans or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with its Commitment or Eurodollar Loans or Facility Letters of Credit LCs (or including 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 Commitment or Eurodollar Loans or Facility Letters of Credit LCs (or including participations therein) held or interest or LC Fees received by it, in each case, by an amount deemed material by such LenderLender or such LC Issuer, as applicable, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or LC Issuer in connection with such Eurodollar Loans or Commitment, or Facility LCs (including participations therein), but in all events, excluding any increase in cost or reduction in return with respect to taxes and amounts relating thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5), then, within 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such LenderLender or LC Issuer, the Borrower shall pay such Lender that portion of or LC Issuer such additional amount or amounts as will compensate such Lender or LC Issuer for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinin any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any change in governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the compliance force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects the Agent, any Lender or any applicable Lending Installation or any LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any LC Issuer in respect of its Loans or Revolving Loan Commitments, Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurocurrency Advances)) with respect to its Revolving Loan Commitment, Loans, Facility LCs or participations therein, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Revolving Loan Commitment, Loans or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with its Revolving Loan Commitment or Loans or Facility Letters of Credit LCs (or including 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 Revolving Loan Commitment or Loans or Facility Letters of Credit LCs (or including participations therein) held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or such LC Issuer, as applicable, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer of making or maintaining its Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than euro into a Loan denominated in euro) or Revolving Loan Commitment or of issuing or participating in Facility LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or LC Issuer in connection with such Loans, Revolving Loan Commitment or Facility LCs (including participations therein), then, within 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such LenderLender or LC Issuer, the Borrower Borrowers shall pay such Lender that portion of or LC Issuer such additional amount or amounts as will compensate such Lender or LC Issuer for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinby a Governmental Authority, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive of any Lender therewith,such Governmental Authority, central bank or comparable agency: (ia) subjects the Agent, any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans or Eurocurrency Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with 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 Fixed Rate Eurocurrency Advances), or (iiic) imposes any other condition 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 Loans its Eurocurrency Loans, or of issuing or participating in Facility Letters of Credit (or participations therein) LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with Loans or its Eurocurrency Loans, Facility Letters of Credit (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 Loans or Eurocurrency Loans, Facility Letters of Credit (LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans, Commitment, Facility LCs or participations therein, then, within 15 days of demand by such Lender, or the LC Issuer, as the case may be, the Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans and Facility Letters of Credit (or participations therein) and its Commitmentreceived.

Yield Protection. If, On or after the date of this Agreementhereof, if the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change thereinafter the date hereof in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or any change in comparable agency charged with the interpretation or administration thereof, or after the date hereof 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 Lender therewith,such authority, central bank or comparable agency: (i) subjects the Agent, any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of its overall net income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or any political subdivision thereof, and, (y) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which its applicable Lending Installation is located or any political subdivision thereof)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans or Eurodollar Loans, Facility Letters of Credit (LCs or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Eurodollar Advances), or (iii) imposes any other condition 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 Loans its Eurodollar Loans, or of issuing or participating in Facility Letters of Credit (or participations therein) LCs or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with Loans or its Eurodollar Loans, Facility Letters of Credit (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 Loans or Eurodollar Loans, Facility Letters of Credit (LCs or participations therein) therein held or interest or LC Fees received by it, by an amount deemed material by such LenderLender or the LC Issuer, as the case may be; and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment, or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within 15 days five (5) Business Days of demand by such LenderLender or the LC Issuer, the Borrower shall pay such Lender that portion of or LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, for such increased expense incurred cost or reduction in an amount received which received. A certificate of the Lender (i) stating that the compensation sought to be recovered hereunder is generally being charged to other customers of such Lender determines is directly attributable and (ii) setting forth in reasonable detail such amount or amounts as shall be necessary to makingcompensate to such Letter for any of the foregoing, funding and maintaining its Loans and Facility Letters of Credit shall be conclusive absent manifest error. The Borrower shall not be obligated to pay reimbursement compensation to any Lender for additional costs under this Section 3.01 incurred or accrued more than two hundred seventy (270) days prior to the date that such Lender or participations therein) and its Commitmentthe Agent notifies the Borrower thereof.