Common use of Yield Protection Clause in Contracts

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

Yield Protection. IfIf any Change in Law, on or after the date of this Agreement, the adoption compliance of any law Lender or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (i) subjects any LenderLender or Issuer or any applicable Lending Office to any tax, LC duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Installation to any TaxesOffice), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Lender or Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Loans or Facility LCs Letters of Credit or participations thereinother amounts due it hereunder, or (ii) imposes, 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, LC Lender or Issuer or any applicable Lending Installation Office (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesLoans), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Lender or Issuer or any applicable Lending Installation Office of making, funding or maintaining its Eurodollar Loans loans or of issuing or participating in Facility LCs, letters of credit or reduces any amount receivable by any Lender, LC Lender or Issuer or any applicable Lending Installation Office in connection with its Eurodollar Loans, Facility LCs or participations thereinloans, or requires any Lender, LC Lender or Issuer or any applicable Lending Installation Office to make any payment calculated by reference to the amount of Eurodollar Loansloans held, Facility LCs or participations therein held letters of credit issued or interest received by it, by an amount deemed material by such Lender or LC Issuer, then, within fifteen (15) days of demand by such Lender or Issuer, the Borrower shall pay such Lender or Issuer that portion of such increased expense incurred 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 part 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, and notifies the result of any Borrower of the foregoing is to increase the cost Change in Law giving rise to such Lender, LC Issuer increased costs or applicable Lending Installation, as the case may be, reductions and 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’s or the Issuer’s intention to claim compensation therefor; provided further that, LC Issuer or applicable Lending Installation if the Change in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender or LC Issuer, as the case may be, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, for Law giving rise to such increased cost costs or reduction in amount receivedreductions 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, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, Lender or the LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs Letters of Credit or participations therein, or (ii) imposes, 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, LC Issuer 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 Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs Letters of Credit or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs Letters of Credit or participations therein held or interest or fees received by it, by an amount deemed material by such Lender Lender, or the LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment Commitment, or of issuing or participating in Facility LCs Letters of Credit, or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs Commitment or Letters of Credit or participations therein therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. IfSubject to the provisions of Section 3.6, if, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than with respect to for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar SOFR Loans, Facility LCs or participations therein, or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Installation, or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCsSOFR Loans, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar SOFR Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar SOFR 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 Lender or applicable Lending Installation, as the case may be, of making or maintaining its Eurodollar SOFR Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation in connection with such Eurodollar Loans, SOFR Loans or Commitment, Facility LCs or participations therein then, within 15 days subject to the provisions of demand by such Lender or LC IssuerSection 3.6, as the case may be, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, Lender for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank Lender or comparable agency:Issuer therewith, (i) subjects any LenderLender or Issuer or any applicable Lending Office to any tax, LC duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Installation to any TaxesOffice), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Lender or Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Loans or Facility LCs Letters of Credit or participations thereinother amounts due it hereunder, or (ii) imposes, 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, LC Lender or Issuer or any applicable Lending Installation Office (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesLIBOR Loans), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Lender or Issuer or any applicable Lending Installation Office of making, funding or maintaining its Eurodollar Loans loans or of issuing or participating in Facility LCs, letters of credit or reduces any amount receivable by any Lender, LC Lender or Issuer or any applicable Lending Installation Office in connection with its Eurodollar Loans, Facility LCs or participations thereinloans, or requires any Lender, LC Lender or Issuer or any applicable Lending Installation Office to make any payment calculated by reference to the amount of Eurodollar Loansloans held, Facility LCs or participations therein held letters of credit issued 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 applicable Lending Installation, 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, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 fifteen (15) days of demand by such Lender or LC Issuer, as the case may be, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived 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.

Yield Protection. IfIf any change in, on or after the date of this Agreementintroduction of, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank Lender or comparable agency:Issuer therewith, (i) subjects any Lender, LC Lender or Issuer or any applicable Lending Installation to any Taxesadditional tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar Loans, Facility LCs Loans or Letters of Credit or participations thereintherein or other amounts due it hereunder, or (ii) imposes, 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, LC Lender or Issuer or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Committed Advances, Eurodollar Bid Rate Advances or Absolute Rate Advances), or (iii) imposes any other condition the direct result of which is to increase the cost to any Lender, LC Lender or Issuer or any applicable Lending Installation of making, funding or funding, maintaining its Eurodollar Loans or of issuing or participating in Facility LCs, the Loans or Letters of Credit or reduces any amount receivable by any Lender, LC Lender or Issuer or any applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs the Loans or participations thereinLetters of Credit, or requires any Lender, LC Lender or Issuer or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs the Loans or participations therein Letters of Credit 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 applicable Lending Installation, 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, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender or LC Issuer, as the case may be, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived 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 Borrower 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, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authorityLender therewith, central bank or comparable agency:Regulation D of the Board of Governors of the Federal Reserve System, (ia) subjects any Lender, LC Issuer or applicable Lending Installation Lender to any Taxestax, duty, charge or withholding on or from payments due from Borrower (excluding taxation of the net income of such Lender), or changes the basis of taxation (excluding taxation of the net income of such Lender) of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar Loans, Facility LCs such Lender’s Loans or participations thereinother amounts due it hereunder, or (iib) 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, LC Issuer or applicable Lending Installation Lender (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesLibor Loans), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer or applicable Lending Installation Lender of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCs, advances or reduces any amount receivable by any Lender, LC Issuer or applicable Lending Installation such Lender in connection with its Eurodollar Loans, Facility LCs or participations thereinadvances, or requires any Lender, LC Issuer or applicable Lending Installation Lender to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein advances held or interest received by it, by an amount deemed material by such Lender, or (d) affects the amount of capital required or expected to be maintained by any Lender or LC Issuerany 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, as the case may beapplicable, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer or applicable Lending Installation, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received commitments of this type, then, within ten (10) Business Days of demand by such Lender, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender or LC Issuer, as the case may be, the Borrower shall agrees to pay such Lender that portion of such increased expense incurred (including, in the case of clause (d), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such law, rule, regulation, policy, guideline or LC Issuer such additional amount or amounts as will compensate directive and after taking into account such Lender, LC Issuer or Lending Installation, ’s policies as the case may be, for such increased cost to capital adequacy) or reduction in an amount receivedreceived 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, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer the Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects the Lender or any Lender, LC Issuer or applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation the Lender in respect of its Eurodollar Loans, Facility LCs or participations thereinthe Loan, or (ii) imposes, 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, LC Issuer or applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Installation, or (iii) imposes any other condition the direct result of which is to increase the cost to the Lender or any Lender, LC Issuer or applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCsthe Loan, or reduces any amount receivable by the Lender or any Lender, LC Issuer or applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs or participations thereinthe Loan, or requires the Lender or any Lender, LC Issuer or applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest received by itthe Loan, by an amount deemed a material by such Lender or LC Issuer, as the case may be, amount. and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer the Lender or applicable Lending Installation, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs the Loan or to reduce the return received by such Lender, LC Issuer the Lender or applicable Lending Installation in connection with such Eurodollar Loansthe Loan, Commitment, Facility LCs or participations therein then, within 15 fifteen (15) days of demand by such the Lender or LC Issuer, which demand shall include an explanation to Borrower as to the case may beincreased cost to Lender, the Borrower shall pay such the Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, Lender for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreementhereof, the adoption of or any change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:Lender therewith, (ia) subjects any Lender, LC Issuer Lender or any applicable Lending Installation to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or applicable Lending Installation imposed by the jurisdiction in which such Lender or Lending Installation is incorporated or has its principal place of business), or changes (excluding increases in the income tax rates imposed by the jurisdiction in which the applicable Lender or Lending Installation is incorporated or has its principal place of business) the basis of taxation of principal, interest or any other payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer Lender or applicable Lending Installation in respect of its Eurodollar Loans, its interest in the Facility LCs Letters of Credit or participations thereinother amounts due it hereunder, or (iib) imposes, 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or issuing Facility Letters of issuing or participating in Facility LCs, Credit or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar Loans, any Loans or Facility LCs or participations thereinLetters of Credit, or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar LoansLoans held, Facility LCs Letters of Credit issued or participations therein held participated in 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 applicable Lending Installation, 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, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender or LC Issuer, as the case may beLender, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, for that portion of such increased cost expense incurred or reduction resulting in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, its interest in the Facility Letters of Credit and its Commitment.

Yield Protection. If, on or after the date of this AgreementEffective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (ia) subjects any Lender, LC Issuer Lender or any applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar Loans, Facility LCs or participations thereinSOFR Advances, or (iib) imposes, 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar SOFR Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCs, SOFR Advances or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs or participations thereinSOFR Advances, or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein SOFR Advances held or interest received by it, by an amount deemed material by such Lender or LC Issuer, as the case may beLender, and the result of any of the foregoing (a) – (c) is to increase the cost to such Lender, LC Issuer Lender or applicable Lending Installation, as the case may be, Installation of making or maintaining its Eurodollar Loans SOFR Advances or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation in connection with such Eurodollar Loans, SOFR Advances or Commitment, Facility LCs or participations therein then, within 15 days of promptly following written demand by such Lender or LC Issuer, as the case may beLender, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, Lender for such increased cost or reduction in amount received. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 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 pursuant to this Section for any increased costs incurred or reductions suffered, as the case may be, to the extent that such Lender 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 retroactive, then the six (6) month period referred to above shall be extended to include 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, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than with respect to for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar LIBOR Loans, Facility LCs or participations therein, or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Installation, or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCsLIBOR Loans, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar LIBOR Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar LIBOR 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 Lender or applicable Lending Installation, as the case may be, of making or maintaining its Eurodollar LIBOR Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation in connection with such Eurodollar Loans, LIBOR Loans or Commitment, Facility LCs or participations therein then, within 15 days subject to the provisions of demand by such Lender or LC IssuerSection 3.6, as the case may be, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, Lender for such increased cost or reduction in amount received.

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

Yield Protection. IfIf the adoption, on or after the date of this AgreementAgreement 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 change, on or after the Agreement Date, in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such authority, central bank or comparable agency:capacity) therewith, (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar Loans, Facility LCs Loans or participations thereinother amounts due it hereunder, or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans loans (or letters of issuing credit or participating in Facility LCs, participations therein) or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs loans (or letters of credit or participations therein), or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs loans (or letters of credit or participations therein 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 applicable Lending Installation, 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, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender or LC Issuer, as the case may beLender, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, its applicable Commitment, the Facility Letters of Credit or any participations therein.

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

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

Yield Protection. IfIf any change in, on or after the date of this Agreementintroduction of, the adoption of any law or any governmental or quasi-quasi- governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authorityLender therewith, central bank or comparable agency: (ia) subjects any Lender, LC Issuer Lender or any applicable Lending Installation to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar LoansFixed Rate Loans or other amounts due it hereunder, Facility LCs or participations therein, or (iib) imposes, 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, LC Issuer Lender or any applicable Lending Installation Installation, or (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Fixed Rate Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar Fixed Rate Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein Fixed Rate Loans 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 applicable Lending Installation, 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, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender specifying, in reasonable detail, the nature of the change or LC Issuer, as the case may beintroduction, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans 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 giving 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, on due to either (a) the introduction of or after any change in or in the date of this Agreement, 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 LIBOR 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 thereof by of any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereofGovernmental Rule makes it unlawful, or compliance any Governmental Person asserts that it is unlawful, for any Lender to perform its obligations hereunder to make LIBOR Loans or to continue to fund or maintain LIBOR Loans hereunder, then, on notice thereof and demand therefor by any Lenderthe Lenders through Agent to the Borrower, LC Issuer or applicable Lending Installation (a) the 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 any request or directive (whether or not having interest accrued thereon, unless the force Borrower, within five Business Days of law) of any such authoritynotice and demand, central bank or comparable agency:converts all LIBOR Loans then outstanding into Reference Rate Loans in accordance with Section 2.13. (iiv) subjects any LenderIf, LC Issuer or applicable Lending Installation with respect to any TaxesLIBOR Loan, the Agent notifies the Borrower that LIBOR for such Loan will not adequately reflect the cost to one or changes more Lenders (as determined by such Lender(s) in good faith on the basis of taxation of payments (other than with respect to Excluded Taxesmarket conditions then in effect) to any Lender, LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes, increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, LC Issuer or applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer or applicable Lending Installation of making, funding or maintaining its Eurodollar 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 or and (b) the obligation of issuing or participating in Facility LCsthe affected Lender to make, or reduces any amount receivable by any Lender, LC Issuer or applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer or applicable Lending Installation to make any payment calculated by reference to convert Reference Rate Loans into LIBOR Loans shall be suspended until the amount of 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 applicable Lending Installation, 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, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender or LC Issuer, as the case may be, Agent notifies the Borrower shall pay that the circumstances causing such Lender 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 cost or reduction in amount receivedsuspension no longer exist.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer or applicable Lending Installation of the Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:such, (ia) subjects any Lender, LC Issuer or applicable Lending Installation the Lender to any Taxesincrease in any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or gross revenues of the Lender), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation the Lender in respect of its Eurodollar Loans, the Revolving Credit Facility LCs or participations thereinother amounts due it hereunder, or (iib) imposes, 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, LC Issuer or applicable Lending Installation by the Lender (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advancesthe Revolving Credit Facility), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer or applicable Lending Installation the Lender of making, funding or maintaining its Eurodollar Loans or of issuing or participating in the Revolving Credit Facility LCs, or reduces any amount receivable by any Lender, LC Issuer or applicable Lending Installation the Lender in connection with its Eurodollar Loans, Facility LCs or participations thereinthe Revolving Credit Facility, or requires any Lender, LC Issuer or applicable Lending Installation the Lender to make any payment calculated by reference to the amount of Eurodollar Loans, the Revolving Credit Facility LCs or participations therein held or interest received by it, by an amount deemed material by such the Lender, or (d) affects the amount of capital required to be maintained by the Lender or LC Issuerany corporation controlling the Lender or the Lender determines the amount of capital required is increased by or based upon the existence of this Agreement, then, within thirty (30) days after demand by the Lender (together with a copy of the applicable change in the law and calculations of amounts due), the Borrower shall pay to the Lender, as the case may be, and that portion of such increased expense incurred (including any reduction in the result rate of any of return on capital to an amount below that which it could have achieved but for such change in regulation after taking into account the foregoing is Lender’s policies as to increase capital adequacy) or reduction in an amount received which the cost to such Lender, LC Issuer or applicable Lending Installation, as the case may be, of making or reasonably determines is attributable to making, funding and maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or the Revolving Credit Facility, provided that the Lender shall provide 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 15 days of demand by such Lender or LC Issuer, as the case may be, the Borrower shall pay a certificate setting forth such Lender 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 cost or reduction in amount receivedamount.

Yield Protection. If, on If any present or after the date of this Agreement, the adoption of any future law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), ) or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof(each a "Regulatory Requirement"), or compliance by the Company or any LenderLender (which term, for the purposes of this Section 3.1, shall be deemed to include the LC Issuer or applicable Lending Installation Issuer) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:Regulatory Requirement, (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation to any Taxestax, duty, charge or withholding on or from payments due from a Credit Party (excluding taxation of the net income of any Lender or any Lending 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 (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar Loans, Facility LCs Credit Extensions or participations thereinother amounts due it hereunder, or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation (other than excluding reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or Letters of issuing or participating in Facility LCsCredit, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs Loans or participations thereinLetters of Credit, or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs Loans or participations therein Letters of Credit held or interest received by it, by an amount reasonably deemed material by such Lender, or (iv) affects the amount of capital required or expected to be maintained by any Lender, its Lending Installation or any corporation controlling any Lender and has or LC Issuer, as would have the case may be, and effect of reducing the result rate of any return on capital of the foregoing is to increase the cost to such Lender, LC Issuer Lending Installation or applicable corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender, Lending InstallationInstallation or corporation controlling such Lender could have achieved but for such Regulatory Requirement (taking into consideration its policies with respect to capital adequacy), 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 an amount reasonably deemed by such Lender, LC Issuer or applicable Lending Installation or corporation controlling such Lender to be material, it being understood that this clause (iv) shall apply, without limitation, to the effects of compliance with the Risk-Based Capital Guidelines of the Federal Reserve System set forth in connection with 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 pay such Eurodollar Loans, Commitment, Facility LCs or participations therein thenLender, within 15 days of demand by such Lender or LC Issuer, as the case may be, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount received.received which such Lender

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyagency or any other Change: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar LIBOR RateSOFR Loans, Facility LCs or participations therein, or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar LIBOR RateSOFR Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCsLIBOR RateSOFR Loans, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar LIBOR RateSOFR Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar LIBOR RateSOFR 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 Lender or applicable Lending Installation, as the case may be, of making or maintaining its Eurodollar LIBOR RateSOFR Loans or Commitment Revolving CommitmentCommitments, if any, or of issuing or participating in Facility LCs Letters of Credit or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation in connection with such Eurodollar LIBOR Rate Loans or Revolving CommitmentSOFR Loans, CommitmentCommitments, Facility LCs Letters of Credit or participations therein therein, then, within 15 days of a demand by such Lender accompanied by reasonable evidence of the occurrence of the applicable event under clauses (i), (ii) or LC Issuer, as the case may be(iii) above, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, Lender for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer or applicable Lending Installation of the Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:such, (ia) subjects any Lender, LC Issuer or applicable Lending Installation the Lender to any Taxesincrease in any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or gross revenues of the Lender), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation the Lender in respect of its Eurodollar Loans, the Special Project Revolving Credit Facility LCs or participations thereinother amounts due it hereunder, or (iib) imposes, 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, LC Issuer or applicable Lending Installation by the Lender (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advancesthe Special Project Revolving Credit Facility), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer or applicable Lending Installation the Lender of making, funding or maintaining its Eurodollar Loans or of issuing or participating in the Special Project Revolving Credit Facility LCs, or reduces any amount receivable by any Lender, LC Issuer or applicable Lending Installation the Lender in connection with its Eurodollar Loans, Facility LCs or participations thereinthe Special Project Revolving Credit Facility, or requires any Lender, LC Issuer or applicable Lending Installation the Lender to make any payment calculated by reference to the amount of Eurodollar Loans, the Special Project Revolving Credit Facility LCs or participations therein held or interest received by it, by an amount deemed material by such the Lender, or (d) affects the amount of capital required to be maintained by the Lender or LC Issuerany corporation controlling the Lender or the Lender determines the amount of capital required is increased by or based upon the existence of this Agreement, then, within thirty (30) days after demand by the Lender (together with a copy of the applicable change in the law and calculations of amounts due), the Borrower shall pay to the Lender, as the case may be, and that portion of such increased expense incurred (including any reduction in the result rate of any of return on capital to an amount below that which it could have achieved but for such change in regulation after taking into account the foregoing is Lender’s policies as to increase capital adequacy) or reduction in an amount received which the cost to such Lender, LC Issuer or applicable Lending Installation, as the case may be, of making or reasonably determines is attributable to making, funding and maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or the Special Project Revolving Credit Facility, provided that the Lender shall provide 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 15 days of demand by such Lender or LC Issuer, as the case may be, the Borrower shall pay a certificate setting forth such Lender 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 cost or reduction in amount receivedamount.

Yield Protection. If, on or after In the date of this Agreement, event that the Lender determines in 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 in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of the Lender or any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having corporation controlling the force of law) of any such authority, central bank or comparable agencyLender therewith: (ia) subjects any Lender, LC Issuer or applicable Lending Installation the Lender to any Taxesincrease in any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of the Lender), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation the Lender in respect of its Eurodollar Loans, Facility LCs the Loan or participations thereinother amounts due it hereunder, or (iib) imposes, increases imposes or 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 corporation controlling the Lender, LC Issuer or applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is is: (i) to increase the cost to any Lender, LC Issuer or applicable Lending Installation the Lender of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCsthe Loan, or reduces (ii) to reduce any amount received or receivable by any Lender, LC Issuer or applicable Lending Installation the Lender in connection with its Eurodollar Loans, Facility LCs or participations thereinthe Loan, or requires any Lender, LC Issuer or applicable Lending Installation (iii) to require the Lender to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein the Loans held or interest received by itthe Lender, by an amount deemed material by such or (d) does or shall have the effect of reducing the effective rate of return on the capital of the Lender or LC Issuer, any corporation controlling the Lender as the case may be, and the result of any a consequence of the foregoing is Lender's obligations hereunder to increase a level below that which the cost to Lender or such Lendercorporation would have achieved but for such adoption, LC Issuer change or applicable Lending Installationcompliance, 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, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, from time to time, within 15 thirty (30) days of demand after notice by such Lender or LC Issuer, as the case may beLender, the Borrower shall pay the Lender such additional amount incurred (including any reduction in the rate of return on capital to an amount below that which the Lender or LC Issuer any corporation controlling the Lender could have achieved but for such change in regulation after taking into account the Lender's policies as to capital adequacy) or reduction in an amount received which the Lender determines in its sole but reasonable discretion is attributable to making, funding, and maintaining the Loan and the Lender's other obligations hereunder. A certificate of the Lender claiming such compensation and setting forth the additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as to be paid to the case may be, for such increased cost or reduction Lender shall be conclusive in amount receivedthe absence of manifest error.

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

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive 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 is observed by the reasonable practice of commercial lenders in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:country involved): (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation to any Taxestax, duty, charge or withholding on or from payments due from either Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer Lender or applicable Lending Installation in respect of its Eurodollar Loans, its interest in the Facility LCs Letters of Credit or participations thereinother amounts due it hereunder, or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and or assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) 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, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCs, Letters of Credit or reduces to reduce any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar Loans, any Loans or Facility LCs or participations thereinLetters of Credit, or requires to require any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar LoansLoans held, Facility LCs Letters of Credit issued or participations therein held participated in 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 applicable Lending Installation, 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, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender or LC Issuerpursuant 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), as the case may be, the such Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, its interest in the Facility Letters of Credit and its Commitment.

Yield Protection. If, on or after the date of this Agreementhereof, the adoption of of, or any change in, any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of the Agent or any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:Lender therewith, (ia) subjects the Agent, any Lender, LC Issuer Lender or any applicable Lending Installation to any Taxestax, 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 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 changes the basis of taxation of principal, interest or any other payments (other than with respect to Excluded Taxes) to the Agent, any Lender, LC Issuer Lender or applicable any Lending Installation in respect of its Eurodollar LoansLoans or other amounts due it hereunder (excluding taxation of the overall net income of the Agent, Facility LCs any Lender or participations thereinapplicable 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 (iib) imposes, 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by the Agent, any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar any Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar LoansLoans held, 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 applicable Lending Installation, 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, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by the Agent or such Lender or LC Issuer, as the case may beLender, the Borrower shall pay the Agent or such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, for that portion of such increased cost expense incurred or reduction resulting in an amount receivedreceived which such Lender reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment.

Yield Protection. IfIf any change in, on or after the date of this Agreementintroduction of, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank Lender or comparable agency:Issuer therewith, (i) subjects any Lender, LC Lender or Issuer or any applicable Lending Installation to any Taxesadditional tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar Loans, Facility LCs Loans or Letters of Credit or participations thereintherein or other amounts due it hereunder, or (ii) imposes, 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, LC Lender or Issuer or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Fixed Rate Advances), or (iii) imposes any other condition the direct result of which is to increase the cost to any Lender, LC Lender or Issuer or any applicable Lending Installation of making, funding or funding, maintaining its Eurodollar Loans or of issuing or participating in Facility LCs, the Loans or Letters of Credit or reduces any amount receivable by any Lender, LC Lender or Issuer or any applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs the Loans or participations thereinLetters of Credit, or requires any Lender, LC Lender or Issuer or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs the Loans or participations therein Letters of Credit 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 applicable Lending Installation, 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, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender or LC Issuer, as the case may be, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived 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 Borrower 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. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar LIBOR Rate Loans, Facility LCs or participations therein, orncbcrex.htm 14534489\V-10 (ii) imposes, 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, LC Issuer 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 Eurodollar LIBOR Rate Advances), or (iii) imposes any other condition the direct result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCsLIBOR Rate Loans, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar LIBOR Rate Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar LIBOR Rate Loans, Facility LCs or participations therein held or interest received by it, by an amount deemed a material by such Lender or LC Issuer, as the case may be, amount. and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending Installation, as the case may be, of making or maintaining its Eurodollar LIBOR Rate Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation in connection with such Eurodollar Loans, LIBOR Rate Loans or Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender or LC Issuer, as the case may beLender, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, Lender for such increased cost or reduction in amount received.

Yield Protection. IfSubject to the provisions of Section 3.6, if, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than with respect to for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar LIBORSOFR Loans, Facility LCs or participations therein, or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Installation, or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCsLIBORSOFR Loans, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar LIBORSOFR Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar LIBORSOFR 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 Lender or applicable Lending Installation, as the case may be, of making or maintaining its Eurodollar LIBORSOFR Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation in connection with such Eurodollar Loans, LIBORSOFR Loans or Commitment, Facility LCs or participations therein then, within 15 days subject to the provisions of demand by such Lender or LC IssuerSection 3.6, as the case may be, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, Lender for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (i) subjects any Lender, LC Issuer or any applicable Lending Installation or the Administrative Agent to any Taxestaxes, duties, levies, imposts, deductions, assessments, fees, charges or withholdings, and any and all liabilities with respect to the foregoing, on its loans, loan principal, letters of credit, commitments, or changes the basis of taxation of payments other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than with respect to (A) Taxes, (B) Excluded Taxes or (C) Other Taxes) to any Lender, LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein), or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein Loans held or interest received by it, by an amount deemed material by such Lender or LC IssuerLender, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer or applicable Lending InstallationInstallation or the Administrative Agent of making, as the case may becontinuing, of making converting into or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer or applicable Lending Installation or the Administrative Agent in connection with such Eurodollar Loans, Loans or Commitment, Facility LCs or participations therein then, within 15 fifteen (15) days of demand by such Lender or LC Issuer, as the case may bePerson, the Borrower shall pay such Lender or LC Issuer Person such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, Person for such increased cost or reduction in amount 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 notifies the Borrower of such event or circumstance.

Yield Protection. If, on or after the date of this Agreementhereof, the adoption of or ----------------- any change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authorityLender therewith, central bank or comparable agency: (i) a subjects any Lender, LC Issuer Lender or any applicable Lending Installation to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or applicable Lending Installation imposed by the jurisdiction in which such Lender or Lending Installation is incorporated or has its principal place of business), or changes (excluding increases in the income tax rates imposed by the jurisdiction in which the applicable Lender or Lending Installation is incorporated or has its principal place of business) the basis of taxation of principal, interest or any other payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer Lender or applicable Lending Installation in respect of its Eurodollar Loans, its interest in the Facility LCs Letters of Credit or participations thereinother amounts due it hereunder, or or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or or (iii) c imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or issuing Facility Letters of issuing or participating in Facility LCs, Credit or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar Loans, any Loans or Facility LCs or participations thereinLetters of Credit, or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar LoansLoans held, Facility LCs Letters of Credit issued or participations therein held participated in 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 applicable Lending Installation, 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, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender or LC Issuer, as the case may beLender, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, for that portion of such increased cost expense incurred or reduction resulting in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, its interest in the Facility Letters of Credit and its Commitment.

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

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

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) 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 in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:Lender therewith, (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation to any Taxes, duties, charges or withholdings on or from payments due from the Borrowers, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar Revolving Loans, Facility LCs its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Rate Loans) with respect to its Revolving Loans, L/C Interests or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans the Revolving Loans, the L/C Interests or the Letters of issuing or participating in Facility LCs, Credit or reduces any amount receivable received by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs Revolving Loans or participations thereinLetters of Credit, or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs Revolving Loans or participations therein 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 or LC Issuer, as the case may be, Lender; and the result of any of the foregoing is to increase the cost to such Lenderthat Lender of making, LC Issuer or applicable Lending Installation, as the case may be, of making renewing or maintaining its Eurodollar Loans Revolving Loans, L/C Interests or Commitment or Letters of issuing or participating in Facility LCs Credit or to reduce the return any amount received by such Lenderunder this Agreement, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days after receipt by the Borrowers of written demand by such Lender or LC Issuer, as the case may bepursuant to Section 4.5, the Borrower Borrowers shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Revolving Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If, on or after the date of this Agreement, (a) If the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any Requirement of Law or in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer or applicable Lending Installation Lender with any request or directive (whether or not having the force of law) of from any such authority, central bank or comparable agencyother Governmental Authority made subsequent to the date hereof: (i) subjects any Lender, LC Issuer or applicable Lending Installation shall subject such Lender to any Taxestax of any kind whatsoever with respect to any LIBOR Rate Loan made by it, or changes change the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation such Lender in respect thereof (except for changes in the rate of its Eurodollar Loans, Facility LCs or participations therein, ortax on the overall net income of such Lender); (ii) imposesshall impose, increases modify 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 Lender, LC Issuer or applicable Lending Installation (other than reserves and assessments taken into account office of such Lender which is not otherwise included in determining the interest rate applicable to Eurodollar Advances), ordetermination of the LIBOR Rate hereunder; (iii) imposes impose on any Lender or the Issuing Lender or the London interbank market any other condition the result of which is to increase the condition, cost to any Lender, LC Issuer or applicable Lending Installation of making, funding expense affecting this Credit Agreement or maintaining its Eurodollar LIBOR Rate Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer or applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer or applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest received by it, by an amount deemed material made by such Lender or LC Issuer, as the case may be, any Letter of Credit or participation therein; or (iv) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer or applicable Lending Installation, as the case may be, Lender of making or maintaining its Eurodollar LIBOR Rate Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lenderany amount receivable hereunder or under any Note, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by in any such Lender or LC Issuer, as the case may becase, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender or LC Issuer such additional amount the Issuing Lender or amounts as will compensate such Lender, LC Issuer or Lending Installationits holding company, as the case may be, for such increased additional cost or reduction 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 its sole discretion to be material. (b) If any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender 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 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 receivedreasonably deemed by such Lender in its sole discretion to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall pay to such Lender 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 costs incurred or reductions suffered, 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 such change in Requirement of Law giving arise to such increased costs or reductions. (d) The agreements in this Section 2.16 shall survive the termination of this Credit Agreement and payment of the Notes and all other amounts payable hereunder.

Yield Protection. If, on or after the date of this Agreement, the adoption of (a) If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw shall: (i) subjects any Lenderimpose, LC Issuer modify or applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes, increases or deems hold applicable any reserve, assessmentspecial deposit, compulsory loan, insurance charge, special deposit charge 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, LC Issuer or applicable Lending Installation ; (ii) subject any Lender to any Taxes (other than reserves and assessments taken into account Indemnified Taxes, Excluded Taxes or Other Taxes, which are otherwise provided for in determining the interest rate applicable to Eurodollar Advances)Section 3.01) on its Loans, Loan principal, Commitments, or other Obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) imposes impose on any Lender any other condition condition, cost or expense (other than Taxes) affecting this Agreement or the result of which is to increase the cost to any Lender, LC Issuer or applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer or applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer or applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest received by it, by an amount deemed material made by such Lender or LC Issuer, as the case may be, participation therein; and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer or applicable Lending Installation, as the case may beby an amount that such Lender deems in its reasonable discretion to be material, of making making, converting into, continuing or maintaining its Eurodollar any Loans or Commitment or of issuing or participating in Facility LCs maintaining its obligation to make any such Loan, or to reduce the return received any amount receivable (whether of principal, interest or any other amount) by such LenderLender hereunder in respect thereof, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days in any such case, the Borrower shall promptly pay such Lender or such other Lender upon its demand, any additional amounts necessary to compensate such Lender for ​ ​ such increased cost or reduction suffered. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. Notwithstanding anything to the contrary, no Lender shall demand payment of any additional amounts or other compensation pursuant to this Section 3.03 unless such Lender is generally charging such amounts to similarly situated borrower, as determined by the applicable Lender. (b) If any Lender shall have determined in good faith that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or LC Issuerany direct or indirect parent entity or company controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such direct or indirect parent entity’s or company’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such direct or indirect parent entity or company could have achieved but for such Change in Law (taking into consideration such Lender’s or such direct or indirect parent entity’s or company’s policies with respect to capital adequacy) by an amount deemed by such Lender in its reasonable discretion to be material, as then from time to time, after submission by such Lender to the case may beBorrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer Lender or Lending Installation, as the case may be, such direct or indirect parent entity or company for such increased cost reduction suffered. (c) A certificate as to any additional amounts payable pursuant to this Section 3.03 submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error (it being understood that no Lender shall be required to disclose (i) any confidential or reduction in amount receivedprice sensitive information or (ii) any information to the extent prohibited by applicable Law). The obligations of the Borrower pursuant to this Section 3.03 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Yield Protection. IfSubject to the provisions of Section 3.6, if, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar LIBOR Loans, Facility LCs or participations therein, or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Installation, or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCsLIBOR Loans, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar LIBOR Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar LIBOR 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 Lender or applicable Lending Installation, as the case may be, of making or maintaining its Eurodollar LIBOR Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein LIBOR Loans then, within 15 days subject to the provisions of demand by such Lender or LC IssuerSection 3.6, as the case may be, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, Lender for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) 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 in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:Lender therewith, (iA) subjects any Lender, LC Issuer Lender or any applicable Lending Installation to any Taxestax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.15(E)), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar LoansRevolving Loan Commitment, Facility LCs Loans or participations thereinother amounts due it hereunder, or (iiB) imposes, 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment or Loans, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Revolving Loan Commitment or Loans or of issuing or participating in Facility LCs, or reduces any amount receivable received by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar Revolving Loan Commitment or Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs Revolving Loan Commitment or participations therein Loans held or interest received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, Lender; and the result of any of the foregoing is to increase the cost to such Lenderthat Lender of making, LC Issuer or applicable Lending Installation, as the case may be, of making renewing or maintaining its Eurodollar Loans or Revolving Loan Commitment or of issuing or participating in Facility LCs Loans or to reduce the return any amount received by such Lenderunder this Agreement, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender or LC Issuer, as the case may bepursuant to Section 4.5, the Borrower applicable Borrowers shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans and its Revolving Loan Commitment.

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

Yield Protection. (a) If, on or after the date of this AgreementClosing Date, the adoption of any law applicable law, rule or regulation, or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)change therein, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender, LC Lender (or its Lending Office) or L/C Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority: (i) subjects shall subject any Lender, LC Lender (or its Lending Office) or L/C Issuer or applicable Lending Installation to any Taxes, or changes the basis of taxation of payments Taxes (other than (A) Indemnified Taxes and Other Taxes indemnifiable under Section 10.1 and (B) Excluded Taxes), with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs its Revolving Notes, its Letter(s) of Credit, or participations 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) imposesshall impose, increases modify or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender, LC Lender (or its Lending Office) or L/C Issuer or applicable shall impose on any Lender (or its Lending Installation (other than reserves and assessments taken into account in determining Office) or L/C Issuer or on the interest rate applicable to Eurodollar Advances), or (iii) imposes interbank market any other condition the result of which is to increase the cost to any Lender, LC Issuer or applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer or applicable Lending Installation in connection with affecting its Eurodollar Loans, Facility LCs or participations thereinits Revolving Notes, its Letter(s) of Credit, or requires its participation in any Lenderthereof, LC Issuer any Reimbursement Obligation owed to it, or applicable Lending Installation its obligation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held to issue a Letter of Credit, or interest received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, to participate therein; and the result of any of the foregoing is to increase the cost to such Lender, LC Lender (or its Lending Office) or L/C Issuer or applicable Lending Installation, as the case may be, of making or maintaining its any Eurodollar Loans or Commitment or of Loan, issuing or maintaining a Letter of Credit, or participating in Facility LCs therein, or to reduce the return amount of any sum received or receivable by such LenderLender (or its Lending Office) or L/C Issuer under this Agreement or under any other Loan Document with respect thereto, LC by an amount deemed by such Lender or L/C Issuer or applicable Lending Installation in connection with such Eurodollar Loansto be material, Commitment, Facility LCs or participations therein then, within 15 30 days of after written demand by such Lender or LC Issuer, as L/C Issuer (with a copy to the case may beAdministrative Agent), the Borrower shall be obligated to pay to such Lender or LC L/C Issuer such additional amount or amounts as will compensate such Lender, LC Lender or L/C Issuer or Lending Installation, as the case may be, for such increased cost or reduction 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 the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change therein, or any change in the interpretation 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 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 Governmental Authority has had the effect of 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 a level below that which such Lender, L/C Issuer or corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s, L/C Issuer’s or corporation’s policies with respect to capital adequacy or liquidity) by an amount receiveddeemed 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 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). (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 by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ 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 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 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 this Section 8.4 shall operate as a waiver thereof.

Yield Protection. IfIf any Change in Law, or the compliance of any Lender therewith, (a) subjects any Lender or any applicable Lending Office to any tax, duty, charge or withholding on or after from payments due from the date Borrower (excluding federal taxation of this Agreement, the adoption overall net income of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer or applicable Lending Installation to any TaxesOffice), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar Loans, Facility LCs Loans or participations thereinother amounts due it hereunder, or (iib) imposes, 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, LC Issuer Lender or any applicable Lending Installation Office (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesLoans), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation Office of making, funding or maintaining its Eurodollar Loans loans or of issuing or participating in Facility LCs, letters of credit or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation Office in connection with its Eurodollar Loans, Facility LCs or participations thereinloans, or requires any Lender, LC Issuer Lender or any applicable Lending Installation Office to make any payment calculated by reference to the amount of Eurodollar Loansloans held, Facility LCs or participations therein held letters of credit issued or interest received by it, by an amount deemed material by such Lender, then, within fifteen (15) days of demand by such Lender, the Borrower shall pay such Lender that portion of such increased expense incurred or LC Issuerreduction in an amount received which such Lender reasonably determines is attributable to making, funding and maintaining its Loans. Failure or delay on the part 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, and notifies the result of any Borrower of the foregoing is to increase the cost Change in Law giving rise to such Lender, LC Issuer increased costs or applicable Lending Installation, as the case may be, reductions and 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’s intention to claim compensation therefor; provided, LC Issuer or applicable Lending Installation further, that, if the Change in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender or LC Issuer, as the case may be, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, for Law giving rise to such increased cost costs or reduction in amount receivedreductions is retroactive, then the 180-day period referred to above shall be extended to indicate the period of retroactive effect thereof.