Common use of Yield Protection Clause in Contracts

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, (a) subjects any Lender to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any branch profits taxes), or changes the basis of taxation of payments to such Lender in respect of its Loans or other amounts due it hereunder, or (b) 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 (other than reserves and assessments taken into account in determining the interest rate applicable to Libor Loans), or (c) imposes any other condition the result of which is to increase the cost to any Lender of making, funding or maintaining advances or reduces any amount receivable by such Lender in connection with advances, or requires any Lender to make any payment calculated by reference to the amount of advances held or interest received by it, by an amount deemed material by such Lender, or -40- (d) 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 Loans hereunder or of commitments of this type, then, within three (3) Business Days of demand by such Lender, the Borrower 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 attributable to making, funding and maintaining the Loans.

Yield Protection. If, on or 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 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, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the compliance force of law) of any Lender therewithsuch authority, central bank or Regulation D of the Board of Governors of the Federal Reserve System,comparable agency: (ai) subjects any Lender Lender, LC Issuer or applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any branch profits taxes)Taxes, or changes the basis of taxation of payments (other than with respect to such Lender Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation in respect of its Loans Eurodollar Loans, Facility LCs or other amounts due it hereunderparticipations therein, or (bii) 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 Lender, LC Issuer or applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Libor LoansEurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender Lender, LC Issuer or applicable Lending Installation of making, funding or maintaining advances its Eurodollar Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by such Lender any Lender, LC Issuer or applicable Lending Installation in connection with advancesits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender Lender, LC Issuer or applicable Lending Installation to make any payment calculated by reference to the amount of advances Eurodollar Loans, Facility LCs or participations therein held or interest received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer or -40- (d) affects applicable Lending Installation, as the amount case may be, of capital required making or expected to be maintained by any Lender maintaining its Eurodollar Loans 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 Loans hereunder Commitment or of commitments of this typeissuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within three (3) Business Days 15 days of demand by such LenderLender or LC Issuer, as the case may be, the Borrower agrees to shall pay such Lender that portion of or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, for 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) cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining the Loansreceived.

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 If any Change 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 thereofLaw, or the compliance of any Lender or Issuer therewith, or Regulation D of the Board of Governors of the Federal Reserve System, (ai) subjects any Lender or Issuer or any applicable Lending Office to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income or receipts of such any Lender or any branch profits taxesIssuer or applicable Lending Office), or changes the basis of taxation of payments to such any Lender or Issuer in respect of its Loans or Facility Letters of Credit or other amounts due it hereunder, or (bii) imposes, modifies, imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuer or any applicable Lending Office (other than reserves and assessments taken into account in determining the interest rate applicable to Libor Loans), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office of making, funding or maintaining advances loans or issuing or participating in letters of credit or reduces any amount receivable by such any Lender or Issuer or any applicable Lending Office in connection with advancesloans, or requires any Lender or Issuer or any applicable Lending Office to make any payment calculated by reference to the amount of advances held loans held, letters of credit issued or interest received by it, by an amount deemed material by such Lender, or -40- (d) 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 Loans hereunder or of commitments of this typeIssuer, then, within three fifteen (315) Business Days days of demand by such LenderLender or Issuer, the Borrower agrees to shall pay such Lender or Issuer 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Credit. Failure or delay on the Loanspart of any Lender or Issuer to demand compensation pursuant to this Section 2.13 shall not constitute a waiver of such Lender’s or Issuer’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuer for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuer’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to indicate the period of retroactive effect thereof.

Yield Protection. If, on or 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 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 therewithsuch authority, central bank or Regulation D of the Board of Governors of the Federal Reserve System,comparable agency: (ai) subjects 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 taxation of the overall net income or receipts of such Lender or any branch profits taxes)Taxes, or changes the basis of taxation of payments (other than with respect to such Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Letters of Credit or other amounts due it hereunderparticipations therein, or (bii) imposes, modifies, 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 Libor LoansEurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining advances its Eurodollar Loans, or of issuing or participating in Letters of Credit, or reduces any amount receivable by such any Lender or any applicable Lending Installation or the LC Issuer in connection with advancesits Eurodollar Loans, 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 advances Eurodollar Loans, Letters of Credit or participations therein held or interest or fees received by it, by an amount deemed material by such Lender, or -40- (d) affects the amount LC Issuer, as the case may be, and the result of capital required or expected any of the foregoing is to be maintained by any increase the cost to such Lender or any corporation controlling 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 Letters of Credit, or to reduce the return received by such Lender and or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Lender determines the amount Eurodollar Loans, Commitment or Letters of capital required is increased by Credit or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typeparticipations therein, then, within three (3) Business Days 15 days of demand by such LenderLender or the LC Issuer, as the case may be, Borrower agrees to 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 (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) cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining the Loansreceived.

Yield Protection. If, on or 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 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 therewithsuch authority, central bank or Regulation D of comparable agency first made after the Board of Governors of the Federal Reserve System,date hereof: (ai) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any branch profits taxes)Taxes, or changes the basis of taxation of payments (other than with respect to such Excluded Taxes) to any Lender in respect of its Loans or other amounts due it hereunderEurocurrency Loans, or (bii) imposes, modifies, 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 any component of the Reserve Requirement taken into account in determining the interest rate applicable to Libor LoansEurocurrency Advances), or (ciii) 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 advances its Eurocurrency Loans or reduces any amount receivable by such any Lender or any applicable Lending Installation in connection with advancesits Eurocurrency Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances Eurocurrency Loans held or interest received by it, by an amount reasonably deemed material by such Lender, or -40- (d) affects and the amount result of capital required or expected any of the foregoing is to be maintained by any increase the cost to such Lender or any corporation controlling applicable Lending Installation of making or maintaining its Eurocurrency Loans or Commitment or to reduce the return received by such Lender and or applicable Lending Installation in connection with such Lender determines the amount of capital required is increased by Eurocurrency Loans or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typeCommitment, then, within three (3) Business Days 15 days of demand by such Lender, the Borrower agrees to shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for 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) cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining the Loansreceived.

Yield Protection. If, on or 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 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 Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any Lender therewithsuch authority, central bank or Regulation D of the Board of Governors of the Federal Reserve System,comparable agency: (ai) subjects any Lender to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any branch profits taxes)applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to such Excluded Taxes) to the Lender in respect of its Loans or other amounts due it hereunderthe Loan, or (bii) imposes, modifies, imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any Lender (other than reserves and assessments taken into account in determining the interest rate applicable to Libor Loans)Lending Installation, or (ciii) imposes any other condition the direct result of which is to increase the cost to the Lender or any Lender applicable Lending Installation of making, funding or maintaining advances the Loan, or reduces any amount receivable by such the Lender or any applicable Lending Installation in connection with advancesthe Loan, or requires the Lender or any Lender applicable Lending Installation to make any payment calculated by reference to the amount of advances held the Loan, by a material amount. and the result of any of the foregoing is to increase the cost to the Lender or interest applicable Lending Installation, as the case may be, of making or maintaining the Loan or to reduce the return received by it, by an amount deemed material by such Lender, or -40- (d) affects the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender and such Lender determines applicable Lending Installation in connection with the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typeLoan, then, within three fifteen (315) Business Days days of demand by such the Lender which demand shall include an explanation to Borrower as to the increased cost to Lender, the Borrower agrees to shall pay the Lender such additional amount or amounts as will compensate the Lender that portion of for 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) cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining the Loansreceived.

Yield Protection. IfSubject to the provisions of Section 3.6, if, on or 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 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 therewithsuch authority, central bank or Regulation D of the Board of Governors of the Federal Reserve System,comparable agency: (ai) subjects 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 taxation of the overall net income or receipts of such Lender or any branch profits taxes)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 such any Lender in respect of its Loans or other amounts due it hereunderSOFR Loans, or (bii) imposes, modifies, 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 (other than reserves and assessments taken into account in determining the interest rate or any applicable to Libor Loans)Lending Installation, or (ciii) 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 advances its SOFR Loans, or reduces any amount receivable by such any Lender or any applicable Lending Installation in connection with advancesits SOFR Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances held or interest received by itSOFR Loans, by an amount deemed material by such LenderLender as the case may be, or -40- (d) affects and the amount result of capital required or expected any of the foregoing is to be maintained by any increase the cost to such Lender or any corporation controlling applicable Lending Installation, as the case may be, of making or maintaining its SOFR Loans or Commitment or to reduce the return received by such Lender and or applicable Lending Installation in connection with such Lender determines the amount of capital required is increased by SOFR Loans or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typeCommitment, then, within three (3) Business Days subject to the provisions of demand by such LenderSection 3.6, the Borrower agrees to shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for 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) cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining the Loansreceived.

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, (a) subjects any Lender to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any branch profits taxesLender), or changes the basis of taxation (excluding taxation of the net income of such Lender) of payments to such any Lender in respect of its such Lender’s Loans or other amounts due it hereunder, or (b) 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 (other than reserves and assessments taken into account in determining the interest rate applicable to Libor Loans), or (c) imposes any other condition the result of which is to increase the cost to any Lender of making, funding or maintaining advances or reduces any amount receivable by such Lender in connection with advances, or requires any Lender to make any payment calculated by reference to the amount of advances held or interest received by it, by an amount deemed material by such Lender, or -40-or (d) 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 Loans hereunder hereunder, as applicable, or of commitments of this type, then, within three ten (310) Business Days of demand by such Lender, the Borrower 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 reasonably determines is attributable to making, funding and maintaining the applicable Loans. Notwithstanding the foregoing in this Section 3.1, if any Lender becomes entitled to claim any additional amounts pursuant to this Section, Borrower shall not be required to pay same unless they are the result of requirements imposed generally on lenders similar to such Lender and not the result of some specific reserve or similar requirement imposed on such Lender as a result of such Lender’s special circumstances.

Yield Protection. If, on or after the date of this Agreement (for purposes of this AgreementInitial Closing Date, 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), any Lender determines that 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 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 therewithsuch authority, central bank or Regulation D of the Board of Governors of the Federal Reserve System,comparable agency: (a) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any branch profits taxes)Taxes, or changes the basis of taxation of payments (other than with respect to such Excluded Taxes) to any Lender in respect of its Loans or other amounts due it hereunderEurodollar Loans, or (b) imposes, modifies, 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 Libor LoansEurodollar Advances), or (c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of agreeing to make or making, funding or maintaining advances its Eurodollar Loans or reduces any amount receivable by such any Lender or any applicable Lending Installation in connection with advancesits Eurodollar Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances Eurodollar Loans held or interest received by it, by an amount deemed material by such Lender, or -40- (d) affects and the amount result of capital required or expected any of the foregoing is to be maintained by any increase the cost to such Lender or any corporation controlling applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or Commitment or to reduce the return received by such Lender and or applicable Lending Installation in connection with such Lender determines the amount of capital required is increased by Eurodollar Loans or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typeCommitment, then, within three (3) Business Days 15 days of demand by such Lender, the Borrower agrees to AMS shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for 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) cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining the Loansreceived."

Yield Protection. IfSubject to the provisions of Section 3.6, if, on or 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 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 therewithsuch authority, central bank or Regulation D of the Board of Governors of the Federal Reserve System,comparable agency: (ai) subjects 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 taxation of the overall net income or receipts of such Lender or any branch profits taxes)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 such any Lender in respect of its Loans or other amounts due it hereunderLIBOR Loans, or (bii) imposes, modifies, 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 (other than reserves and assessments taken into account in determining the interest rate or any applicable to Libor Loans)Lending Installation, or (ciii) 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 advances its LIBOR Loans, or reduces any amount receivable by such any Lender or any applicable Lending Installation in connection with advancesits LIBOR Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances held or interest received by itLIBOR Loans, by an amount deemed material by such LenderLender as the case may be, or -40- (d) affects and the amount result of capital required or expected any of the foregoing is to be maintained by any increase the cost to such Lender or any corporation controlling applicable Lending Installation, as the case may be, of making or maintaining its LIBOR Loans or Commitment or to reduce the return received by such Lender and or applicable Lending Installation in connection with such Lender determines the amount of capital required is increased by LIBOR Loans or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typeCommitment, then, within three (3) Business Days subject to the provisions of demand by such LenderSection 3.6, the Borrower agrees to shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for 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) cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining the Loansreceived.

Yield Protection. IfIf the adoption, on or after the date of this Agreement (for purposes of this AgreementDate, 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 thereinchange, on or any change after the Agreement Date, in the interpretation or administration thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, or Regulation D of the Board of Governors of the Federal Reserve System, (ai) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income or receipts of such any Lender or any branch profits taxesapplicable Lending Installation), or changes the basis of taxation of payments to such any Lender in respect of its Loans or other amounts due it hereunder, or (bii) imposes, modifies, 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 Libor LoansEurodollar Advances), or (ciii) 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 advances loans (or letters of credit or participations therein) or reduces any amount receivable by such any Lender or any applicable Lending Installation in connection with advancesloans (or 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 advances loans (or letters of credit or participations therein) held or interest received by it, by an amount deemed material by such Lender, or -40- (d) 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 Loans hereunder or of commitments of this type, then, within three (3) Business Days 15 days of demand by such Lender, the Borrower agrees to shall 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 attributable to making, funding and maintaining its Loans, its applicable Commitment, the LoansFacility Letters of Credit or any participations therein.

Yield Protection. If, on or 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)Closing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change 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 Office with any request or directive (whether or not having the compliance force of law) of any Lender therewithsuch authority, central bank or Regulation D of the Board of Governors of the Federal Reserve System,comparable agency: (ai) subjects any Lender or any applicable Lending Office to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any branch profits taxes)Taxes, or changes the basis of taxation of payments (other than with respect to such Excluded Taxes) to any Lender in respect of its Loans or other amounts due it hereunderLIBOR Loans, or (bii) imposes, modifies, 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 Office (other than reserves and assessments taken into account in determining the interest rate applicable to Libor LoansLIBOR Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Office of making, funding or maintaining advances its Commitment or LIBOR Loans or reduces any amount receivable by such any Lender or any applicable Lending Office in connection with advancesits Commitment or LIBOR Loans, or requires any Lender or any applicable Lending Office to make any payment calculated by reference to the amount of advances Commitment or LIBOR Loans held or interest received by it, by an amount deemed material by such Lender, or -40- (d) affects and the amount result of capital required or expected any of the foregoing is to be maintained by any increase the cost to such Lender or any corporation controlling applicable Lending Office of making or maintaining its LIBOR Loans or Commitment or to reduce the return received by such Lender and or applicable Lending Office in connection with such Lender determines the amount of capital required is increased by LIBOR Loans or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typeCommitment, then, within three fifteen (315) Business Days days of demand by such Lender, the Borrower agrees to shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for 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) cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining the Loansreceived.

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 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, or Regulation D of the Board of Governors of the Federal Reserve System, (a) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or receipts of applicable Lending Installation imposed by the jurisdiction in which such Lender or any branch profits taxesLending Installation is incorporated or has its principal place of business), or changes (excluding increases in the income tax rates imposed by the jurisdiction in which the applicable Lender or Lending Installation is incorporated or has its principal place of business) the basis of taxation of principal, interest or any other payments to such any Lender or Lending Installation in respect of its Loans Loans, its interest in the Facility Letters of Credit or other amounts due it hereunder, or (b) imposes, modifies, 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 Libor LoansEurodollar Advances), or (c) 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 advances Loans or issuing Facility Letters of Credit or reduces any amount receivable by such any Lender or any applicable Lending Installation in connection with advancesany Loans or Facility Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances held Loans held, Facility Letters of Credit issued or participated in or interest received by it, by an amount deemed material by such Lender, or -40- (d) 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 Loans hereunder or of commitments of this type, then, within three (3) Business Days 15 days of demand by such Lender, the Borrower agrees to shall 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 resulting in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its interest in the LoansFacility Letters of Credit and its Commitment.

Yield Protection. IfIf any change in, after the date of this Agreement (for purposes of this Agreementor introduction of, 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 or Issuer therewith, or Regulation D of the Board of Governors of the Federal Reserve System, (ai) subjects any Lender or Issuer or any applicable Lending Installation to any additional tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income or receipts of such any Lender or any branch profits taxesIssuer or applicable Lending Installation), or changes the basis of taxation of payments to such any Lender in respect of its Loans or Letters of Credit or participations therein or other amounts due it hereunder, or (bii) imposes, modifies, imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuer or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Libor LoansEurodollar Committed Advances, Eurodollar Bid Rate Advances or Absolute Rate Advances), or (ciii) imposes any other condition the direct result of which is to increase the cost to any Lender or Issuer or any applicable Lending Installation of making, funding funding, maintaining or maintaining advances participating in the Loans or Letters of Credit or reduces any amount receivable by such any Lender or Issuer or any applicable Lending Installation in connection with advancesthe Loans or Letters of Credit, or requires any Lender or Issuer or any applicable Lending Installation to make any payment calculated by reference to the amount of advances the Loans or Letters of Credit held or interest received by it, by an amount deemed material by such Lender, or -40- (d) 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 Loans hereunder or of commitments of this type, then, within three (3) Business Days 15 days of demand by such LenderLender or Issuer, the Borrower agrees to shall pay such Lender or Issuer 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans, Letters of Credit, participations therein and its Commitment. Any Lender or Issuer claiming or reasonably anticipating any additional amounts payable pursuant to Section 3.1(i) shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the LoansBorrower or the Administrative Agent or to change the jurisdiction of its applicable Lending Installation or Issuing Office or to contest any tax imposed if the making of such a filing or change or contesting such tax would avoid the need for or reduce the amount of any such additional amounts that may thereafter accrue and would not be otherwise disadvantageous to such Lender or Issuer in its opinion. The Borrower shall not be obligated to compensate any Lender or Issuer pursuant to this Section 3.1 for any amounts attributable to a period more than 90 days prior to the giving of notice by such Lender or Issuer to the Borrower of its intention to seek compensation under this Section 3.1.

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 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 or Issuer therewith, or Regulation D of the Board of Governors of the Federal Reserve System, (ai) subjects any Lender or Issuer or any applicable Lending Office to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income or receipts of such any Lender or any branch profits taxesIssuer or applicable Lending Office), or changes the basis of taxation of payments to such any Lender or Issuer in respect of its Loans or Facility Letters of Credit or other amounts due it hereunder, or (bii) imposes, modifies, imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuer or any applicable Lending Office (other than reserves and assessments taken into account in determining the interest rate applicable to Libor LIBOR Loans), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office of making, funding or maintaining advances loans or issuing or participating in letters of credit or reduces any amount receivable by such any Lender or Issuer or any applicable Lending Office in connection with advancesloans, or requires any Lender or Issuer or any applicable Lending Office to make any payment calculated by reference to the amount of advances held loans held, letters of credit issued or interest received by it, by an amount deemed material by such Lender, or -40- (d) 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 Loans hereunder or of commitments of this typeIssuer, then, within three fifteen (315) Business Days days of demand by such LenderLender or Issuer, the Borrower agrees to shall pay such Lender or Issuer 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 or Issuer reasonably determines is attributable to making, funding and maintaining the Loansits Loans and its Commitment and issuing or participating in Letters of Credit.

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 If any present or future law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) or any interpretation thereof (each a "Regulatory Requirement"), or any change therein, compliance by the Company or any change in Lender (which term, for the interpretation or administration thereofpurposes of this Section 3.1, or shall be deemed to include the compliance of LC Issuer) with any Lender therewith, or Regulation D of the Board of Governors of the Federal Reserve Systemsuch Regulatory Requirement, (ai) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower a Credit Party (excluding taxation of the overall net income or receipts of such any Lender or any branch profits taxesLending Installation and franchise taxes assessed by the jurisdiction in which any Lender maintains its principal place of business), or changes the basis of taxation of payments to such any Lender in respect of its Loans Credit Extensions or other amounts due it hereunder, or (bii) imposes, modifies, 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 excluding reserves and assessments taken into account in determining the interest rate applicable to Libor LoansEurodollar Rate Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining advances Loans or Letters of Credit, or reduces any amount receivable by such any Lender or any applicable Lending Installation in connection with advancesLoans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances Loans or Letters of Credit held or interest received by it, by an amount reasonably deemed material by such Lender, or -40-or (div) affects the amount of capital required or expected to be maintained by any Lender Lender, its Lending Installation or any corporation controlling any Lender and has or would have the effect of reducing the rate of return on capital of such Lender, Lending Installation or corporation controlling such Lender and as a consequence of such Lender's obligations hereunder to a level below that which such Lender, Lending Installation or corporation controlling such Lender determines could have achieved but for such Regulatory Requirement (taking into consideration its policies with respect to capital adequacy), by an amount reasonably deemed by such Lender, Lending Installation or corporation controlling such Lender to be material, it being understood that this clause (iv) shall apply, without limitation, to the amount effects of capital required is increased by or based upon compliance with the existence Risk-Based Capital Guidelines of this Agreement or its obligation the Federal Reserve System set forth in 12 C.F.R. Parts 208 and 225 and the Risk-Based Capital Guidelines of the Comptroller of the Currency, Department of the Treasury, set forth in 12 C.F.R. Part 3; then the Company agrees to make Loans hereunder or of commitments of this type, thenpay such Lender, within three (3) Business Days 15 days of demand by such Lender, the Borrower 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 attributable to making, funding and maintaining the Loans.Lender

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 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 of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change 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, or Regulation D of the Board of Governors of the Federal Reserve System, (aA) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the any Borrower (excluding taxation of the overall net income or receipts of such any Lender or any branch profits taxestaxation of a similar basis, which are governed by Section 2.15(E)), or changes the basis of taxation of payments to such any Lender in respect of its Revolving Loan Commitment, Loans or other amounts due it hereunder, or (bB) imposes, modifies, 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 Libor Eurocurrency Rate Loans)) with respect to its Revolving Loan Commitment or Loans, or (cC) 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 advances its Revolving Loan Commitment or Loans or reduces any amount receivable received by such any Lender or any applicable Lending Installation in connection with advancesits Revolving Loan Commitment or Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances Revolving Loan Commitment or Loans 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 that Lender of making, renewing or -40- (d) affects the maintaining its Revolving Loan Commitment or Loans or to reduce any 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 received under this Agreement or its obligation to make Loans hereunder or of commitments of this typeAgreement, then, within three fifteen (315) Business Days days after receipt by the Company or any other Borrower of written demand by such LenderLender pursuant to Section 4.5, the Borrower agrees to applicable Borrowers shall 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 attributable to making, funding and maintaining the Loansits Loans and its Revolving Loan Commitment.

Yield Protection. (a) If, on or 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 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 therewithsuch authority, central bank or Regulation D of the Board of Governors of the Federal Reserve System,comparable agency: (ai) subjects 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 taxation of the overall net income or receipts of such Lender or any branch profits taxes)Taxes, or changes the basis of taxation of payments (other than with respect to such Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Loans, Facility LCs or other amounts due it hereunderparticipations therein, or (bii) imposes, modifies, 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 Libor LoansAdvances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining advances its Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by such any Lender or any applicable Lending Installation or the LC Issuer in connection with advancesits Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of advances Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender, or -40- (d) affects the amount of capital required or expected to be maintained by any Lender or the LC Issuer as the case may be, and the result of any corporation controlling of the foregoing is to increase the cost to such Lender and or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender determines or applicable Lending Installation or the amount of capital required is increased by LC Issuer, as the case may be, in connection with such Loans or based upon the existence of this Agreement Commitment, Facility LCs or its obligation to make Loans hereunder or of commitments of this typeparticipations therein, then, within three (3) Business Days 15 days of demand by such LenderLender or the LC Issuer, as the case may be, the Borrower agrees to 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 (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) cost or reduction in an amount received (provided that the Lenders or the LC Issuer have not been compensated for such additional costs or reduction in return or amounts received in the calculation of the Eurocurrency Base Rate). (b) Each Lender or LC Issuer shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender determines is attributable to making, funding and maintaining compensation pursuant to this Section 3.1. The Borrower shall not be required to compensate a Lender pursuant to this Section 3.1 for any increased costs or reduction in return or amounts received incurred more than 180 days prior to the Loansdate that such Lender notifies the Borrower of the change giving rise to such increased costs or reductions.

Yield Protection. IfSubject to the provisions of Section 3.6, if, on or 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 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 therewithsuch authority, central bank or Regulation D of the Board of Governors of the Federal Reserve System,comparable agency: (ai) subjects 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 taxation of the overall net income or receipts of such Lender or any branch profits taxes)Taxes, or changes the basis of taxation of payments (other than with respect to such Excluded Taxes) to any Lender in respect of its Loans or other amounts due it hereunderLIBOR Loans, or (bii) imposes, modifies, 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 (other than reserves and assessments taken into account in determining the interest rate or any applicable to Libor Loans)Lending Installation, or (ciii) 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 advances its LIBOR Loans, or reduces any amount receivable by such any Lender or any applicable Lending Installation in connection with advancesits LIBOR Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances held or interest received by itLIBOR Loans, by an amount deemed material by such LenderLender as the case may be, or -40- (d) affects and the amount result of capital required or expected any of the foregoing is to be maintained by any increase the cost to such Lender or any corporation controlling applicable Lending Installation, as the case may be, of making or maintaining its LIBOR Loans or to reduce the return received by such Lender and or applicable Lending Installation in connection with such Lender determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make LIBOR Loans hereunder or of commitments of this type, then, within three (3) Business Days subject to the provisions of demand by such LenderSection 3.6, the Borrower agrees to shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for 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) cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining the Loansreceived.

Yield Protection. If, on or 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 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 therewithsuch authority, central bank or Regulation D of the Board of Governors of the Federal Reserve System,comparable agency: (a) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any branch profits taxes)Taxes, or changes the basis of taxation of payments (other than with respect to such Excluded Taxes) to any Lender in respect of its Loans or other amounts due it hereunderLIBOR Rate Loans, or (b) imposes, modifies, 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 the Reserve Requirement and any other reserves and assessments taken into account in determining the interest rate applicable to Libor LoansLIBOR Rate Advances), or (c) 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 advances its LIBOR Rate Loans, or reduces any amount receivable by such any Lender or any applicable Lending Installation in connection with advancesits LIBOR Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances held LIBOR Rate Loans, by a material amount, and the result of any of the foregoing is to increase the cost to such Lender or interest applicable Lending Installation, as the case may be, of making or maintaining its LIBOR Rate Loans or Revolving Commitment or to reduce the return received by it, by an amount deemed material by such Lender, or -40- (d) affects the amount of capital required or expected to be maintained by any Lender or any corporation controlling applicable Lending Installation in connection with such Lender and such Lender determines the amount of capital required is increased by LIBOR Rate Loans or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typeRevolving Commitment, then, within three (3) Business Days 15 days of demand by such Lender, the Borrower agrees to shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for 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) cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining the Loansreceived.

Yield Protection. IfIf any statute or governmental regulation, after or 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 interpretation or application thereof by any law court or any governmental authority charged with the administration thereof, or quasi-governmental rule, regulation, policy, the compliance with any guideline or directive (request from any central bank or other governmental authority, 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,: (ai) subjects any the Lender to any tax, levy, impost, charge, fee, duty, charge deduction or withholding on of any kind hereunder (other than any tax imposed or from payments due from based upon the Borrower (excluding taxation income of the overall net income Lender and payable to any governmental authority or receipts taxing authority of such Lender the United States of America or any branch profits taxes), state thereof) or changes the basis of taxation of the Lender with respect to payments to such Lender in respect by the Borrower of its Loans principal, interest or other amounts due from the Borrower hereunder (other than any change which affects, and to the extent that it hereunderaffects, the taxation by the United States of America or any state thereof of the total net income of the Lender); or (bii) imposes, modifies, or increases modifies or deems applicable any reserve, assessment, insurance chargespecial deposit, special deposit assessment or similar requirement requirements against assets ofheld by, deposits with or for the account of, or credit extended by, any Lender (other than reserves and assessments taken into account in determining by the interest rate applicable to Libor Loans), Lender; or (ciii) imposes upon the Lender any other condition with respect to this Agreement, and the result of which any of the foregoing is to increase the cost to any Lender of makingthe Lender, funding or maintaining advances or reduces any amount reduce the income receivable by such Lender in connection with advances, or requires any Lender to make any payment calculated by reference to the amount of advances held or interest received by it, by an amount deemed material by such Lender, or -40- (d) 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 Loans hereunder or of commitments of this type, then, within three (3) Business Days of demand by such Lender, the Borrower agrees to pay such Lender that portion of such increased expense incurred (including, in the case of clause (d), any reduction in reduce the rate of return on the Lender's capital to or impose any expense upon the Lender by an amount below that which it could have achieved but the Lender in its discretion deems to be material, the Lender shall from time to time notify the Borrower of the amount determined by the Lender (which determination, absent manifest error, shall be conclusive) to be reasonably necessary to compensate the Lender (on an after-tax basis) for such lawincrease in cost, rule, regulation, policy, guideline or directive and after taking into account such Lender’s policies as to capital adequacy) or reduction in an income, reduction in rate of return or additional expense, setting forth the calculations therefor, and the Borrower shall pay such amount received which to the Lender, as additional consideration hereunder, within ten (10) days of the Borrower's receipt of such Lender determines is attributable to making, funding notice. All such amounts shall be part of the Obligations and maintaining shall bear interest at the Loansrate set forth in Section 4.3 if not paid when due.

Yield Protection. IfIf any change in, after the date of this Agreement (for purposes of this Agreementor introduction of, 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 or Issuer therewith, or Regulation D of the Board of Governors of the Federal Reserve System, (ai) subjects any Lender or Issuer or any applicable Lending Installation to any additional tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income or receipts of such any Lender or any branch profits taxesIssuer or applicable Lending Installation), or changes the basis of taxation of payments to such any Lender in respect of its Loans or Letters of Credit or participations therein or other amounts due it hereunder, or (bii) imposes, modifies, imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuer or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Libor LoansFixed Rate Advances), or (ciii) imposes any other condition the direct result of which is to increase the cost to any Lender or Issuer or any applicable Lending Installation of making, funding funding, maintaining or maintaining advances participating in the Loans or Letters of Credit or reduces any amount receivable by such any Lender or Issuer or any applicable Lending Installation in connection with advancesthe Loans or Letters of Credit, or requires any Lender or Issuer or any applicable Lending Installation to make any payment calculated by reference to the amount of advances the Loans or Letters of Credit held or interest received by it, by an amount deemed material by such Lender, or -40- (d) 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 Loans hereunder or of commitments of this type, then, within three (3) Business Days 15 days of demand by such LenderLender or Issuer, the Borrower agrees to shall pay such Lender or Issuer 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans, Letters of Credit, participations therein and its Commitment. Any Lender or Issuer claiming or reasonably anticipating any additional amounts payable pursuant to Section 3.1(i) shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the LoansBorrower or the Agent or to change the jurisdiction of its applicable Lending Installation or Issuing Office or to contest any tax imposed if the making of such a filing or change or contesting such tax would avoid the need for or reduce the amount of any such additional amounts that may thereafter accrue and would not be otherwise disadvantageous to such Lender or Issuer in its opinion. The Borrower shall not be obligated to compensate any Lender or Issuer pursuant to this Section 3.1 for any amounts attributable to a period more than 90 days prior to the giving of notice by such Lender or Issuer to the Borrower of its intention to seek compensation under this Section 3.1.

Yield Protection. (a) If, on or 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)Closing Date, the adoption of any law applicable law, rule 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 by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or L/C Issuer with any request or directive (whether or not having the compliance force of law) of any such Governmental Authority: (i) shall subject any Lender therewith(or its Lending Office) or L/C Issuer to any Taxes (other than (A) Indemnified Taxes and Other Taxes indemnifiable under Section 10.1 and (B) Excluded Taxes), with respect to its Eurodollar Loans, its Revolving Notes, its Letter(s) of Credit, or Regulation D its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurodollar Loans, issue a Letter of Credit, or to participate therein, or its deposits, reserves or other liabilities or capital attributable to any of the foregoing; or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, (a) subjects any Lender , but excluding with respect to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of Eurodollar Loans any such Lender or any branch profits taxes), or changes the basis of taxation of payments to such Lender requirement included in respect of its Loans or other amounts due it hereunder, or (ban applicable Reserve Percentage) 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 (other than reserves and assessments taken into account in determining or its Lending Office) or L/C Issuer or shall impose on any Lender (or its Lending Office) or L/C Issuer or on the interest rate applicable to Libor Loans), or (c) imposes interbank market any other condition affecting its Eurodollar Loans, its Revolving Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Eurodollar Loans, or to issue a Letter of Credit, or to participate therein; and the result of which any of the foregoing is to increase the cost to any such Lender (or its Lending Office) or L/C Issuer of making, funding making or maintaining advances any Eurodollar Loan, issuing or reduces maintaining a Letter of Credit, or participating therein, or to reduce the amount of any amount sum received or receivable by such Lender in connection (or its Lending Office) or L/C Issuer under this Agreement or under any other Loan Document with advances, or requires any Lender to make any payment calculated by reference to the amount of advances held or interest received by itrespect thereto, by an amount deemed material by such Lender or L/C Issuer to be material, then, within 30 days after written demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such increased cost or reduction; provided that the Borrower shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 8.4(a) for any increased costs or reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include such period of retroactive effect). (b) If, after the Closing Date, any Lender, L/C Issuer or -40- (d) affects the amount Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital required adequacy or expected to be maintained liquidity requirements, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or L/C Issuer or any corporation controlling such Lender and or L/C Issuer with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Lender determines Governmental Authority has had the amount effect of capital required is increased by or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this type, then, within three (3) Business Days of demand by such Lender, the Borrower agrees to pay such Lender that portion of such increased expense incurred (including, in the case of clause (d), any reduction in reducing the rate of return on such Lender’s, L/C Issuer’s or corporation’s capital as a consequence of its obligations hereunder to an amount a level below that which it such Lender, L/C Issuer or corporation could have achieved but for such lawadoption, rule, regulation, policy, guideline change or directive and after compliance (taking into account consideration such Lender’s, L/C Issuer’s or corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender or L/C Issuer to be material, then from time to time, within 30 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such reduction; provided that the Borrower shall not be required to com- pensate a Lender or L/C Issuer pursuant to this Section 8.4(b) for any reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s policies as or L/C Issuer’s intention to capital adequacyclaim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include such period of retroactive effect). (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or reduction by United States or foreign regulatory authorities, in an amount received which each case pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall, in each case, be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented (but solely to the extent the relevant increased costs or loss of yield would otherwise have been subject to compensation by the Borrower under the applicable increased cost provisions). (d) A Lender or L/C Issuer claiming compensation under this Section 8.4 shall only be entitled to reimbursement by the Borrower (i) if such Lender determines or L/C Issuer has delivered to Borrower a certificate claiming compensation under this Section 8.4 and setting forth the additional amount or amounts to be paid to it hereunder at the time of such demand, which shall be conclusive absent manifest error (it being understood that in determining such amount, such Lender may use any reasonable averaging and attribution methods) and (ii) to the extent the applicable Lender is attributable generally requiring reimbursement therefor from similarly situated United States borrowers under comparable syndicated credit facilities; provided that, in connection with asserting any such claim, no confidential information need be disclosed. No failure or delay by a Lender or L/C Issuer in exercising any right or power pursuant to making, funding and maintaining the Loansthis Section 8.4 shall operate as a waiver thereof.

Yield Protection. IfIf any change in, after the date of this Agreement (for purposes of this Agreementor introduction of, 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-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, (a) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such any Lender or any branch profits taxesapplicable Lending Installation), or changes the basis of taxation of payments to such any Lender in respect of its Fixed Rate Loans or other amounts due it hereunder, or or (b) imposes, modifies, 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 (other than reserves and assessments taken into account in determining the interest rate or any applicable to Libor Loans)Lending Installation, or or (c) 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 advances Fixed Rate Loans or reduces any amount receivable by such any Lender or any applicable Lending Installation in connection with advancesFixed Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances Fixed Rate Loans held or interest received by it, by an amount deemed material by such Lender, or -40- (d) 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 Loans hereunder or of commitments of this type, then, within three (3) Business Days 15 days of demand by such LenderLender specifying, in reasonable detail, the nature of the change or introduction, the Borrower agrees to shall 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 attributable to making, funding and maintaining its Loans and its Commitment. The Borrower shall not be obligated to compensate any Lender pursuant to this Section 3.1 for any amounts attributable to a period more than 120 days prior to the Loansgiving of notice by such Lender to the Borrower of its intention to seek compensation under this Section 3.1 or its request therefor.

Yield Protection. (i) If any repayment of principal of, or conversion of, any LIBOR Loan is made other than on the last day of an Interest Period therefor, as a result of a prepayment, payment or conversion, or an acceleration of the maturity of the Loan pursuant to Section 10, or for any other reason, or if the Borrower shall fail to borrow a LIBOR Loan after requesting one, then the Borrower shall, upon demand by the Agent upon request of any affected Lender pay to the Agent for the account of such affected Lender any amounts required to compensate it for any additional losses, costs or expenses that they may reasonably incur as a result of such repayment, conversion or failure to borrow, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by a Lender to fund or maintain such LIBOR Loan. A certificate as to such amount, submitted to the Borrower by the Lenders through the Agent, shall be conclusive and binding for all purposes, absent manifest error. (ii) If, after due to either (a) the date introduction of this Agreement (for purposes of this Agreement, or any change in or in 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 interpretation of any law Governmental Rule or (b) the compliance by the Lenders with any governmental or quasi-governmental rule, regulation, policy, guideline or directive Governmental Rule (whether or not having the force of law), there is any increase in the cost to any Lenders of agreeing to make, making, funding or maintaining any change thereinLIBOR Loan, then the Borrower shall from time to time, upon written demand by the Agent upon request of any affected Lender, pay to the Agent for the account of such affected Lender additional amounts sufficient to compensate such affected Lender upon request of any Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by the Lenders through the Agent, shall be conclusive and binding for all purposes, absent manifest error. (iii) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation or administration thereofof any Governmental Rule makes it unlawful, or the compliance of any Governmental Person asserts that it is unlawful, for any Lender therewithto perform its obligations hereunder to make LIBOR Loans or to continue to fund or maintain LIBOR Loans hereunder, or Regulation D of then, on notice thereof and demand therefor by the Board of Governors of Lenders through Agent to the Federal Reserve System, Borrower, (a) subjects any Lender to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts obligation of such Lender to make LIBOR Loans and to convert Reference Rate Loans into LIBOR Loans shall terminate and (b) the Borrower shall forthwith prepay in full all LIBOR Loans then outstanding, together with interest accrued thereon, unless the Borrower, within five Business Days of such notice and demand, converts all LIBOR Loans then outstanding into Reference Rate Loans in accordance with Section 2.13. (iv) If, with respect to any LIBOR Loan, the Agent notifies the Borrower that LIBOR for such Loan will not adequately reflect the cost to one or any branch profits taxes), or changes more Lenders (as determined by such Lender(s) in good faith on the basis of taxation of payments to such Lender market conditions then in respect of its Loans or other amounts due it hereunder, or (beffect) 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 (other than reserves and assessments taken into account in determining the interest rate applicable to Libor Loans), or (c) imposes any other condition the result of which is to increase the cost to any Lender of making, funding or maintaining advances or reduces any amount receivable by such Loan, then (a) such Loan will automatically, on the last day of the then existing Interest Period therefor, convert into a Reference Rate Loan on which interest and principal shall be payable contemporaneously with the related LIBOR Loans and (b) the obligation of the affected Lender in connection with advancesto make, or requires any Lender to make any payment calculated by reference to convert Reference Rate Loans into LIBOR Loans shall be suspended until the amount of advances held or interest received by it, by an amount deemed material by such Lender, or -40- (d) 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 Loans hereunder or of commitments of this type, then, within three (3) Business Days of demand by such Lender, Agent notifies the Borrower agrees to pay that the circumstances causing 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 attributable to making, funding and maintaining the Loanssuspension no longer exist.

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 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, or Regulation D of the Board of Governors of the Federal Reserve System, (ai) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal and state taxation of the overall net income or receipts of such any Lender or any branch profits taxesapplicable Lending Installation), or changes the basis of taxation of payments to such any Lender in respect of its Loans Loans, the Facility Letters of Credit or other amounts due it hereunder, or (bii) imposes, modifies, 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 Libor LoansEurodollar Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding funding, maintaining, issuing or maintaining advances participating in loans or Letters of Credit or reduces any amount receivable by such any Lender or any applicable Lending Installation in connection with advancesloans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances held loans held, Letters of Credit issued or participated in or interest received by it, in each case by an amount deemed material by such Lender, or -40- (d) 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 Loans hereunder or of commitments of this type, then, within three (3) Business Days 15 days of demand by such Lender, the Borrower agrees to shall 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 reasonably determines is attributable to making, funding and maintaining the Loansits Loans and its Commitment.

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 If any Change 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,Law: (ai) subjects any Lender Lender, any applicable Lending Installation or the Administrative Agent to any taxtaxes, dutyduties, charge levies, imposts, deductions, assessments, fees, charges or withholding withholdings, and any and all liabilities with respect to the foregoing, on or from payments due from the Borrower (excluding taxation its loans, loan principal, letters of the overall net income or receipts of such Lender or any branch profits taxes)credit, commitments, or changes the basis of taxation of payments to such Lender in respect of other obligations, or its Loans deposits, reserves, other liabilities or capital attributable thereto (other amounts due it hereunderthan (A) Taxes, (B) Excluded Taxes or (C) Other Taxes), or (bii) imposes, modifies, imposes or increases or deems applicable any reserve, assessmentspecial deposit, insurance chargeliquidity, special deposit 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 (other than reserves and assessments taken into account in determining the interest rate applicable to Libor LoansEurodollar Rate Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining advances its Loans or reduces any amount receivable by such any Lender or any applicable Lending Installation in connection with advancesits Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances Loans held or interest received by it, by an amount deemed material by such Lender, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, applicable Lending Installation or -40- (d) affects the amount Administrative Agent of capital required making, continuing, converting into or expected maintaining its Loans or Commitment or to be maintained reduce the return received by any Lender such Lender, applicable Lending Installation or any corporation controlling the Administrative Agent in connection with such Lender and such Lender determines the amount of capital required is increased by Loans or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typeCommitment, then, within three fifteen (315) Business Days days of demand by such LenderPerson, the Borrower agrees to shall pay such Lender that portion of Person such additional amount or amounts as will compensate such Person for 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) cost or reduction in an amount received received. Notwithstanding the foregoing provisions of this Section 4.1, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.1 within ninety (90) days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is ninety (90) days before the date on which such Lender determines is attributable to making, funding and maintaining notifies the LoansBorrower of such event or circumstance.

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 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 of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change 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, or Regulation D of the Board of Governors of the Federal Reserve System, (ai) subjects any Lender or any applicable Lending Installation to any taxTaxes, dutyduties, charge charges or withholding withholdings on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any branch profits taxes)Borrowers, or changes the basis of taxation of payments to such any Lender in respect of its Loans Revolving Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (bii) imposes, modifies, 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 Libor Eurodollar Rate Loans)) with respect to its Revolving Loans, L/C Interests or the Letters of Credit, or (ciii) 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 advances the Revolving Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by such any Lender or any applicable Lending Installation in connection with advancesRevolving Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances Revolving Loans or 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 that Lender of making, renewing or -40- (d) affects the maintaining its Revolving Loans, L/C Interests or Letters of Credit or to reduce any 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 received under this Agreement or its obligation to make Loans hereunder or of commitments of this typeAgreement, then, within three (3) Business Days 15 days after receipt by the Borrowers of written demand by such LenderLender pursuant to Section 4.5, the Borrower agrees to Borrowers shall 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 attributable to making, funding and maintaining the its Revolving Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

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), a) If the adoption of any law or any governmental change in any Requirement of Law or quasi-governmental rule, regulation, policy, guideline in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law), ) from any central bank or any change therein, or any change in other Governmental Authority made subsequent to 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,date hereof: (ai) subjects any shall subject such Lender to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation tax of the overall net income or receipts of such Lender or any branch profits taxes)kind whatsoever with respect to any LIBOR Rate Loan made by it, or changes change the basis of taxation of payments to such Lender in respect thereof (except for changes in the rate of its Loans or other amounts due it hereunder, ortax on the overall net income of such Lender); (bii) imposesshall impose, modifies, modify or increases or deems hold applicable any reserve, assessmentspecial deposit, insurance charge, special deposit compulsory loan or similar requirement against assets ofheld by, deposits with or other liabilities in or for the account of, advances, loans or other extensions of credit extended by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the LIBOR Rate hereunder; (iii) impose on any Lender or the Issuing Lender or the London interbank market any other than reserves and assessments taken into account in determining the interest rate applicable to Libor Loans)condition, cost or expense affecting this Credit Agreement or LIBOR Rate Loans made by such Lender or any Letter of Credit or participation therein; or (civ) imposes shall impose on such Lender any other condition condition; and the result of which any of the foregoing is to increase the cost to any such Lender of making, funding making or maintaining advances LIBOR Rate Loans or reduces to reduce any amount receivable hereunder or under any Note, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, for such additional cost or reduced amount receivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans. A certificate as to any additional amounts payable pursuant to this Section shall be submitted by such Lender or the Issuing Lender, through the Administrative Agent, to the Borrower. The Borrower shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate within fifteen (15) days after receipt thereof. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in connection with advances, or requires its sole discretion to be material. (b) If any Lender to make shall have reasonably determined that the adoption of or any payment calculated by reference to change in any Requirement of Law regarding capital adequacy or in the amount of advances held interpretation or interest received by it, by an amount deemed material application thereof or compliance by such Lender, or -40- (d) affects the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender and with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such Lender determines the or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount of capital required is increased reasonably deemed by or based upon the existence of this Agreement or such Lender in its obligation sole discretion to make Loans hereunder or of commitments of this typebe material, thenthen from time to time, within three fifteen (315) Business Days of days after demand by such Lender, the Borrower agrees shall pay to pay such Lender that portion such additional amount as shall be certified by such Lender as being required to compensate it for such reduction. Such a certificate as to any additional amounts payable under this Section shall be submitted by a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower. (c) Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Lender's right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section for any increased expense costs incurred (includingor reductions suffered, in as the case may be, to the extent that such Lender or the Issuing Lender fails to make a demand for such compensation more than nine (9) months after becoming aware of clause such change in Requirement of Law giving arise to such increased costs or reductions. (d), any reduction ) The agreements in this Section 2.16 shall survive the rate termination of return on capital to an amount below that which it could have achieved but for such law, rule, regulation, policy, guideline or directive this Credit Agreement and after taking into account such Lender’s policies as to capital adequacy) or reduction in an amount received which such Lender determines is attributable to making, funding payment of the Notes and maintaining the Loansall other amounts payable hereunder.

Yield Protection. If, on or 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)Closing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change 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 therewithsuch authority, central bank or Regulation D of the Board of Governors of the Federal Reserve System,comparable agency: (a) subjects 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 taxation of the overall net income or receipts of such Lender or any branch profits taxes)Taxes, or changes the basis of taxation of payments (other than with respect to such Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or other amounts due it hereunderparticipations therein, or (b) imposes, modifies, 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 Libor LoansEurodollar Advances), or (c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining advances its Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by such any Lender or any applicable Lending Installation or the LC Issuer in connection with advancesits Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of advances Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender, or -40- (d) affects the amount of capital required or expected to be maintained by any Lender or the LC Issuer as the case may be, and the result of any corporation controlling of the foregoing is to increase the cost to such Lender and 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 determines or applicable Lending Installation or the amount of capital required is increased by LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typeparticipations therein, then, within three (3) Business Days fifteen days of demand by such LenderLender or the LC Issuer, as the case may be, each Borrower, with respect to amounts attributable to such Borrower agrees to as determined by the Agent, 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 (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) cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining the Loansreceived.

Yield Protection. If, on or after the date of this Agreement (for purposes of this AgreementEffective Date, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all guidelines and regulations adopted any Change 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,Law: (a) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any branch profits taxes)Taxes, or changes the basis of taxation of payments (other than with respect to such Excluded Taxes) to any Lender in respect of its Loans or other amounts due it hereunderSOFR Advances, or (b) imposes, modifies, 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 Libor LoansSOFR Advances), or (c) 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 advances its SOFR Advances or reduces any amount receivable by such any Lender or any applicable Lending Installation in connection with advancesits SOFR Advances, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances SOFR Advances held or interest received by it, by an amount deemed material by such Lender, or -40- and the result of any of the foregoing (da) affects – (c) is to increase the amount of capital required or expected cost to be maintained by any such Lender or any corporation controlling applicable Lending Installation of making or maintaining its SOFR Advances or Commitment or to reduce the return received by such Lender and or applicable Lending Installation in connection with such Lender determines the amount of capital required is increased by SOFR Advances or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typeCommitment, then, within three (3) Business Days of promptly following written demand by such Lender, the Borrower agrees to shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for such increased expense incurred (including, in the case of clause (d), any cost or reduction in amount received. Failure or delay on the rate part of return on capital any Lender 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 demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s policies right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered, as the case may be, to capital adequacy) or reduction in an amount received which the extent that such Lender determines fails to make a demand for such compensation within six (6) months after becoming aware of such Change in Law giving arise to such increased costs or reductions; provided, if the Change in Law giving rise to such increased costs or reductions is attributable retroactive, then the six (6) month period referred to making, funding and maintaining above shall be extended to include the Loansperiod of retroactive effect thereof.

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 If any Change 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 thereofLaw, or the compliance of any Lender therewith, or Regulation D of the Board of Governors of the Federal Reserve System, (a) subjects any Lender or any applicable Lending Office to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income or receipts of such any Lender or any branch profits taxesapplicable Lending Office), or changes the basis of taxation of payments to such any Lender in respect of its Loans or other amounts due it hereunder, or (b) imposes, modifies, 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 Office (other than reserves and assessments taken into account in determining the interest rate applicable to Libor Loans), or (c) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Office of making, funding or maintaining advances loans or issuing or participating in letters of credit or reduces any amount receivable by such any Lender or any applicable Lending Office in connection with advancesloans, or requires any Lender or any applicable Lending Office to make any payment calculated by reference to the amount of advances held loans held, letters of credit issued or interest received by it, by an amount deemed material by such Lender, or -40- (d) 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 Loans hereunder or of commitments of this type, then, within three fifteen (315) Business Days days of demand by such Lender, the Borrower agrees to shall 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 reasonably determines is attributable to making, funding and maintaining its Loans. Failure or delay on the Loanspart of any Lender to demand compensation pursuant to this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender for any increased costs or reductions incurred more than 180 days prior to the date that such Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to indicate the period of retroactive effect thereof.

Yield Protection. IfSubject to the provisions of Section 3.6, if, on or 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 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 therewithsuch authority, central bank or Regulation D of the Board of Governors of the Federal Reserve System,comparable agency: (ai) subjects 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 taxation of the overall net income or receipts of such Lender or any branch profits taxes)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 such any Lender in respect of its Loans or other amounts due it hereunderLIBORSOFR Loans, or (bii) imposes, modifies, 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 (other than reserves and assessments taken into account in determining the interest rate or any applicable to Libor Loans)Lending Installation, or (ciii) 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 advances its LIBORSOFR Loans, or reduces any amount receivable by such any Lender or any applicable Lending Installation in connection with advancesits LIBORSOFR Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances held or interest received by itLIBORSOFR Loans, by an amount deemed material by such LenderLender as the case may be, or -40- (d) affects and the amount result of capital required or expected any of the foregoing is to be maintained by any increase the cost to such Lender or any corporation controlling applicable Lending Installation, as the case may be, of making or maintaining its LIBORSOFR Loans or Commitment or to reduce the return received by such Lender and or applicable Lending Installation in connection with such Lender determines the amount of capital required is increased by LIBORSOFR Loans or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typeCommitment, then, within three (3) Business Days subject to the provisions of demand by such LenderSection 3.6, the Borrower agrees to shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for 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) cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining the Loansreceived.

Yield Protection. If, on or 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 governrnental 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 therewithsuch Authority, central bank or Regulation D of the Board of Governors of the Federal Reserve System, comparable agency: (a) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any branch profits taxes)Taxes, or changes the basis of taxation of payments (other than with respect to such Excluded Taxes) to any Lender in respect of its Loans or other amounts due it hereunder, or or (b) imposes, modifies, 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 (other than reserves and assessments taken into account in determining the interest rate or any applicable to Libor Loans)Lending Installation, or or (c) 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 advances Loans or reduces any amount receivable by such any Lender or any applicable Lending Installation in connection with advancesany Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances held Loans held, or interest received by it, by an amount deemed material by such Lender, or -40- (d) affects and the amount result of capital required or expected any of the foregoing is to be maintained by any increase the cost to such Lender or any corporation controlling applicable Lending Installation of making or maintaining its Loans or Commitment or to reduce the return received by such Lender and or applicable Lending Installation in connection with such Lender determines the amount of capital required is increased by Loans or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typeCommitment, then, within three (3) Business Days 15 days of demand by such Lender, the Borrower agrees to shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for 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) cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining the Loansreceived.

Yield Protection. If, on or 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 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 therewithsuch authority, central bank or Regulation D of the Board of Governors of the Federal Reserve System,comparable agency or any other Change: (ai) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any branch profits taxes)Taxes, or changes the basis of taxation of payments (other than with respect to such Excluded Taxes) to any Lender in respect of its Loans or other amounts due it hereunderLIBOR RateSOFR Loans, or (bii) imposes, modifies, 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 Libor LoansLIBOR RateSOFR Advances), or (ciii) 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 advances its LIBOR RateSOFR Loans, or reduces any amount receivable by such any Lender or any applicable Lending Installation in connection with advancesits LIBOR RateSOFR Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances held or interest received by itLIBOR RateSOFR Loans, by an amount deemed material by such LenderLender 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, as the case may be, of making or maintaining its LIBOR RateSOFR Loans or Revolving CommitmentCommitments, if any, or -40- (d) affects of issuing or participating in Facility Letters of Credit or to reduce the amount of capital required or expected to be maintained return received by any such Lender or any corporation controlling applicable Lending Installation in connection with such Lender and such Lender determines the amount LIBOR Rate Loans or Revolving CommitmentSOFR Loans, Commitments, Facility Letters of capital required is increased by Credit or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typeparticipations therein, then, within three (3) Business Days 15 days of a demand by such LenderLender accompanied by reasonable evidence of the occurrence of the applicable event under clauses (i), (ii) or (iii) above, the Borrower agrees to shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for 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) cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining the Loansreceived.

Yield Protection. If, on or 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)Effective 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 Office with any request or directive (whether or not having the compliance force of law) of any Lender therewithsuch authority, central bank or Regulation D of the Board of Governors of the Federal Reserve System,comparable agency: (ai) subjects any Lender or any applicable Lending Office to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any branch profits taxes)Taxes, or changes the basis of taxation of payments (other than with respect to such Excluded Taxes) to any Lender in respect of its Loans or other amounts due it hereunderLIBO Rate Loans, or (bii) imposes, modifies, 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 Office (other than reserves and assessments taken into account in determining the interest rate applicable to Libor LoansLIBO Rate Advances), or (ciii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Office of making, funding or maintaining advances its LIBO Rate Loans, or reduces any amount receivable by such any Lender or any applicable Lending Office in connection with advances, its LIBO Rate Loans or requires any Lender or any applicable Lending Office to make any payment calculated by reference to the amount of advances LIBO Rate Loans held or interest received by it, by an amount deemed material by such Lender, or -40- (d) affects and the amount result of capital required or expected any of the foregoing is to be maintained by any increase the cost to such Lender or any corporation controlling applicable Lending Office of making or maintaining its LIBO Rate Loans or Revolving Loan Commitment or to reduce the return received by such Lender and or applicable Lending Office in connection with such Lender determines the amount of capital required is increased by LIBO Rate Loans or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typeRevolving Loan Commitment, then, within three (3) Business Days 15 days of demand by such Lender, the Borrower agrees to Co-Borrowers shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for 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) cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining the Loansreceived.

Yield Protection. If, after In the date of this Agreement (for purposes of this Agreement, event that the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all guidelines and regulations adopted Lender determines in connection therewith are deemed to have been adopted after the date hereof), good faith but in its sole discretion that the adoption of or change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline guideline, request or directive of any central bank or governmental authority (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 the Lender or any corporation controlling the Lender therewith, or Regulation D of the Board of Governors of the Federal Reserve System,: (a) subjects any the Lender to any increase in any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any branch profits taxesthe Lender), or changes the basis of taxation of payments to such the Lender in respect of its Loans the Loan or other amounts due it hereunder, or (b) imposes, modifies, imposes or increases modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, ; deposits with or for the account of, or credit extended by, by the Lender or any Lender (other than reserves and assessments taken into account in determining corporation controlling the interest rate applicable to Libor Loans)Lender, or (c) imposes any other condition the result of which is is: (i) to increase the cost to any the Lender of making, funding or maintaining advances the Loan, or reduces (ii) to reduce any amount received or receivable by such the Lender in connection with advancesthe Loan, or requires any (iii) to require the Lender to make any payment calculated by reference to the amount of advances the Loans held or interest received by it, by an amount deemed material by such the Lender, or -40-or (d) affects does or shall have the amount effect of reducing the effective rate of return on the capital required or expected to be maintained by any of the Lender or any corporation controlling the Lender as a consequence of the Lender's obligations hereunder to a level below that which the Lender or such Lender and corporation would have achieved but for such Lender determines the amount of capital required is increased by adoption, change or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typecompliance, then, from time to time, within three thirty (330) Business Days of demand days after notice by such the Lender, the Borrower agrees to shall pay the Lender such Lender that portion of such increased expense additional amount incurred (including, in the case of clause (d), including any reduction in the rate of return on capital to an amount below that which it the Lender or any corporation controlling the Lender could have achieved but for such law, rule, regulation, policy, guideline or directive and change in regulation after taking into account such the Lender’s 's policies as to capital adequacy) or reduction in an amount received which such the Lender determines in its sole but reasonable discretion is attributable to making, funding funding, and maintaining the LoansLoan and the Lender's other obligations hereunder. A certificate of the Lender claiming such compensation and setting forth the additional amount or amounts to be paid to the Lender shall be conclusive in the absence of manifest error.

Yield Protection. If, on or 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 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 LIBOR Lending Office with any request or directive (whether or not having the compliance force of law) of any Lender therewithsuch authority, central bank or Regulation D of the Board of Governors of the Federal Reserve System,comparable agency: (ai) subjects any Lender or any applicable LIBOR Lending Office to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any branch profits taxes)Taxes, or changes the basis of taxation of payments (other than with respect to such Excluded Taxes) to any Lender in respect of its Loans or other amounts due it hereunderLIBOR Rate Loans, or (bii) imposes, modifies, 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 LIBOR Lending Office (other than the Reserve Requirement and any other reserves and assessments taken into account in determining the interest rate applicable to Libor LoansLIBOR Rate Advances), or (ciii) imposes any other condition the direct result of which is to increase the cost to any Lender or any applicable LIBOR Lending Office of making, funding or maintaining advances its LIBOR Rate Loans, or reduces any amount receivable by such any Lender or any applicable LIBOR Lending Office in connection with advancesits LIBOR Rate Loans, or requires any Lender or any applicable LIBOR Lending Office to make any payment calculated by reference to the amount of advances held LIBOR Rate Loans, by a material amount. and the result of any of the foregoing is to increase the cost to such Lender or interest applicable LIBOR Lending Office, as the case may be, of making or maintaining its LIBOR Rate Loans or Commitment or to reduce the return received by it, by an amount deemed material by such Lender, or -40- (d) affects the amount of capital required or expected to be maintained by any Lender or any corporation controlling applicable LIBOR Lending Office in connection with such Lender and such Lender determines the amount of capital required is increased by LIBOR Rate Loans or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typeCommitment, then, within three (3) Business Days 15 days of demand by such Lender, the Borrower agrees to shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for 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) cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining the Loansreceived.

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 If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive directive, or any interpretation or implementation thereof, by any Governmental Authority charged with the administration thereof (whether or which, if not having the force of law), or any change therein, or any change is observed by the reasonable practice of commercial lenders 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,country involved): (ai) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the either Borrower (excluding federal taxation of the overall net income or receipts of such any Lender or any branch profits taxesapplicable Lending Installation), or changes the basis of taxation of payments to such any Lender or Lending Installation in respect of its Loans Loans, its interest in the Facility Letters of Credit or other amounts due it hereunder, or (bii) imposes, modifies, 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 or assessments taken into account in determining the interest rate applicable to Libor LoansEurodollar Advances), or (ciii) imposes any other condition (other than increases in amounts of capital required under Section 3.2) the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining advances Loans or reduces issuing or participating in Facility Letters of Credit or to reduce any amount receivable by such any Lender or any applicable Lending Installation in connection with advancesany Loans or Facility Letters of Credit, or requires to require any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances held Loans held, Facility Letters of Credit issued or participated in or interest received by it, by an amount deemed material by such Lender, or -40- (d) 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 Loans hereunder or of commitments of this type, then, within three (3) Business Days 15 days of demand by such LenderLender pursuant to Section 3.6 (which demand shall be made not more than 60 days after such Lender becomes aware of the event which triggers it), the such Borrower agrees to shall 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 attributable to making, funding and maintaining its Loans, its interest in the LoansFacility Letters of Credit and its Commitment.

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 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 the Agent or any Lender therewith, or Regulation D of the Board of Governors of the Federal Reserve System, (a) 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 taxation of the overall net income of the Agent, any Lender or receipts of applicable Lending Installation imposed by the jurisdiction in which the Agent, such Lender or any branch profits taxessuch Lending Installation is incorporated or has its principal place of business), or changes the basis of taxation of principal, interest or any other payments to such the Agent, any Lender or any Lending Installation in respect of its Loans or other amounts due it hereunderhereunder (excluding taxation of the overall net income of the Agent, any Lender or applicable Lending Installation imposed by the jurisdiction in which the Agent, such Lender or such Lending Installation is incorporated or has its principal place of business), or (b) imposes, modifies, imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended byby the Agent, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Libor LoansEurodollar Advances), or (c) 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 advances Loans or reduces any amount receivable by such the Agent, any Lender or any applicable Lending Installation in connection with advancesany Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances held Loans held, or interest received by it, by an amount deemed material by such Lender, or -40- (d) 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 Loans hereunder or of commitments of this type, then, within three (3) Business Days 15 days of demand by the Agent or such Lender, the Borrower agrees to shall pay the Agent or 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 resulting in an amount received which such Lender reasonably determines is attributable to making, funding and maintaining the Loansits Loans and its Commitment.

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 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, or Regulation D of the Board of Governors of the Federal Reserve System, (a) a subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or receipts of applicable Lending Installation imposed by the jurisdiction in which such Lender or any branch profits taxesLending Installation is incorporated or has its principal place of business), or changes (excluding increases in the income tax rates imposed by the jurisdiction in which the applicable Lender or Lending Installation is incorporated or has its principal place of business) the basis of taxation of principal, interest or any other payments to such any Lender or Lending Installation in respect of its Loans Loans, its interest in the Facility Letters of Credit or other amounts due it hereunder, or or (b) imposes, modifies, b imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Libor LoansEurodollar Advances), or or (c) c 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 advances Loans or issuing Facility Letters of Credit or reduces any amount receivable by such any Lender or any applicable Lending Installation in connection with advancesany Loans or Facility Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances held Loans held, Facility Letters of Credit issued or participated in or interest received by it, by an amount deemed material by such Lender, or -40- (d) 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 Loans hereunder or of commitments of this type, then, within three (3) Business Days 15 days of demand by such Lender, the Borrower agrees to shall 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 resulting in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, its interest in the LoansFacility Letters of Credit and its Commitment.

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 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 the Lender therewith, or Regulation D of the Board of Governors of the Federal Reserve Systemwith such, (a) subjects any the Lender to any increase in any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts gross revenues of such Lender or any branch profits taxesthe Lender), or changes the basis of taxation of payments to such the Lender in respect of its Loans the Special Project Revolving Credit Facility or other amounts due it hereunder, or (b) imposes, modifies, 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 by the Lender (other than reserves and assessments taken into account in determining the interest rate applicable to Libor Loansthe Special Project Revolving Credit Facility), or (c) imposes any other condition the result of which is to increase the cost to any the Lender of making, funding or maintaining advances the Special Project Revolving Credit Facility or reduces any amount receivable by such the Lender in connection with advancesthe Special Project Revolving Credit Facility, or requires any the Lender to make any payment calculated by reference to the amount of advances the Special Project Revolving Credit Facility held or interest received by it, by an amount deemed material by such the Lender, or -40-or (d) affects the amount of capital required or expected to be maintained by any the Lender or any corporation controlling such the Lender and such or the Lender determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typeAgreement, then, within three thirty (330) Business Days of days after demand by such Lenderthe Lender (together with a copy of the applicable change in the law and calculations of amounts due), the Borrower agrees shall pay to pay such Lender the Lender, as the case may be, that portion of such increased expense incurred (including, in the case of clause (d), including 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 change in regulation after taking into account such the Lender’s policies as to capital adequacy) or reduction in an amount received which such Lender the Lender, as the case may be, reasonably determines is attributable to making, funding and maintaining the LoansSpecial Project Revolving Credit Facility, provided that the Lender shall provide to the Borrower a certificate setting forth such amount.

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 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 the Lender therewith, or Regulation D of the Board of Governors of the Federal Reserve Systemwith such, (a) subjects any the Lender to any increase in any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts gross revenues of such Lender or any branch profits taxesthe Lender), or changes the basis of taxation of payments to such the Lender in respect of its Loans the Revolving Credit Facility or other amounts due it hereunder, or (b) imposes, modifies, 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 by the Lender (other than reserves and assessments taken into account in determining the interest rate applicable to Libor Loansthe Revolving Credit Facility), or (c) imposes any other condition the result of which is to increase the cost to any the Lender of making, funding or maintaining advances the Revolving Credit Facility or reduces any amount receivable by such the Lender in connection with advancesthe Revolving Credit Facility, or requires any the Lender to make any payment calculated by reference to the amount of advances the Revolving Credit Facility held or interest received by it, by an amount deemed material by such the Lender, or -40-or (d) affects the amount of capital required or expected to be maintained by any the Lender or any corporation controlling such the Lender and such or the Lender determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typeAgreement, then, within three thirty (330) Business Days of days after demand by such Lenderthe Lender (together with a copy of the applicable change in the law and calculations of amounts due), the Borrower agrees shall pay to pay such Lender the Lender, as the case may be, that portion of such increased expense incurred (including, in the case of clause (d), including 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 change in regulation after taking into account such the Lender’s policies as to capital adequacy) or reduction in an amount received which such Lender the Lender, as the case may be, reasonably determines is attributable to making, funding and maintaining the LoansRevolving Credit Facility, provided that the Lender shall provide to the Borrower a certificate setting forth such amount.

Yield Protection. If, on or 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 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 therewithsuch authority, central bank or Regulation D of the Board of Governors of the Federal Reserve System,comparable agency: (ai) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any branch profits taxes)Taxes, or changes the basis of taxation of payments (other than with respect to such Excluded Taxes) to any Lender in respect of its Loans LIBOR Rate Loans, or other amounts due it hereunder, orncbcrex.htm 14534489\V-10 (bii) imposes, modifies, 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 the Reserve Requirement and any other reserves and assessments taken into account in determining the interest rate applicable to Libor LoansLIBOR Rate Advances), or (ciii) 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 advances its LIBOR Rate Loans, or reduces any amount receivable by such any Lender or any applicable Lending Installation in connection with advancesits LIBOR Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of advances held LIBOR Rate Loans, by a material amount. and the result of any of the foregoing is to increase the cost to such Lender or interest applicable Lending Installation, as the case may be, of making or maintaining its LIBOR Rate Loans or Commitment or to reduce the return received by it, by an amount deemed material by such Lender, or -40- (d) affects the amount of capital required or expected to be maintained by any Lender or any corporation controlling applicable Lending Installation in connection with such Lender and such Lender determines the amount of capital required is increased by LIBOR Rate Loans or based upon the existence of this Agreement or its obligation to make Loans hereunder or of commitments of this typeCommitment, then, within three (3) Business Days 15 days of demand by such Lender, the Borrower agrees to shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for 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) cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining the Loansreceived.

Yield Protection. If, on or 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 any Change 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,Law: (a) subjects any Lender to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any branch profits taxes), or changes the basis of taxation of payments to such Lender in respect of its Loans or other amounts due it hereunder, or (b) imposes, modifies, or increases modifies or deems applicable any reserve, assessmentspecial deposit, compulsory loan, insurance charge, special deposit charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or the L/C Issuer; (b) subjects any Lender or the L/C Issuer to any Tax of any kind whatsoever (except for (i) Indemnified Taxes or Other Taxes covered by Section 3.05, (ii) Connection Income Taxes and (iii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other than reserves and assessments taken into account in determining the interest rate applicable to Libor Loans)obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (c) imposes on any Lender, the L/C Issuer or the London interbank market any other condition condition, cost or expense affecting this Agreement or Eurocurrency 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 any such Lender of making, funding continuing, converting to or maintaining advances any Eurocurrency Loans (or reduces in the case of a Change in Law with respect to Taxes, any Revolving Loan) or of maintaining its obligation to make any such Revolving Loan or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, WBA shall pay, or shall cause the applicable Borrower to pay, to such Lender or the L/C Issuer such additional amount or amounts as will compensate such Lender or the L/C Issuer for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to seek compensation under this Section 3.01 based on the occurrence of a Change in Law arising solely from (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated thereunder or issued in connection with advancestherewith or (y) all requests, rules, guidelines or requires any Lender to make any payment calculated directives promulgated by reference to the amount of advances held or interest received by itBank for International Settlements, by an amount deemed material by such Lender, or -40- the Basel Committee on Banking Supervision (d) affects the amount of capital required or expected to be maintained by any Lender or any corporation controlling successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, unless such Lender is generally seeking compensation from other borrowers that are similarly situated to and of similar creditworthiness with respect to its similarly affected commitments, loans and/or participations under agreements with such Lender determines the amount of capital required is increased by or based upon the existence of borrowers having provisions similar to this Agreement or its obligation to make Loans hereunder or of commitments of this type, then, within three (3) Business Days of demand by such Lender, the Borrower 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 attributable to making, funding and maintaining the LoansSection 3.01.