Common use of Yield Clause in Contracts

Yield. If the initial Yield (as defined below) on any Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date (including any prior Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations) by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for each applicable existing tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan Commitments, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan Commitment.

Yield. If the initial Yield (as defined below) on any Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date (including any prior Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations) by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for each applicable existing tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting underwriting, ticking, unused line and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities as such in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan Commitments, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan Commitment.

Yield. If The standard expected yield of Products based on kilograms and potency of the initial Inputs and alpha-1 potency (“Expected Yield”), and the calculation method used to determine such Expected Yield, shall be set forth on Exhibit H, which shall be attached hereto and incorporated herein by reference (the “Yield Calculation”). The actual yield of Column Eluate (“Actual Yield”) and the Expected Yield shall be reconciled by Bayer quarterly within thirty (30) days of each January 1, April 1, July 1 and October 1, and the results thereof shall be promptly reported to Purchaser. Upon mutual agreement of the Parties, the Expected Yield shall be appropriately adjusted. As soon as practicable following the Effective Date, the Parties shall mutually agree upon, in writing, the effect that any variance between Expected Yield and Yield Calculation may have on price. During any rolling four quarter period of the Term, if the Actual Yield fails to meet the Expected Yield, then Bayer shall compensate Purchaser for that amount of Inputs used in the processing attributable to the lower yield, and if the Actual Yield exceeds the Expected Yield, then Purchaser shall compensate Bayer for that amount of Inputs used in processing attributable to the higher yield, in each case at a rate of one hundred fifteen percent (115%) of the Input Replacement Value (as defined belowin Section 2.13) on per kilogram of Inputs. Without limiting the foregoing, Purchaser may at its election provide additional Inputs to Bayer to compensate for any Incremental Term Loans variance between Expected Yield and Actual Yield so that are secured on a pari passu basis with Products may be processed in amounts meeting the Secured Obligations exceeds quantity specified in the then applicable Yield on Binding Production Forecast; provided, however, that any election by Purchaser not to provide such additional Inputs shall operate to waive Purchaser’s rights under Section 9.4. If Purchaser fails to provide Inputs which constitute Required Inputs and which meet the Term Loans existing on the Increase Effective Date Input Specifications for any reason (including any prior Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations) by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”Force Majeure), then Bayer shall not be responsible for meeting the Applicable Margin Expected Yield computed pursuant to this Section 2.6 for as long as such failure continues and for a period of forty-five (45) days after Purchaser resumes providing Inputs which constitute Required Inputs and which meet Input Specifications. If Purchaser does not provide Inputs which constitute Required Inputs and which meet the Input Specifications for any reason, including Force Majeure, for a consecutive period of six (6) months, then the Parties shall negotiate in effect good faith for each applicable existing tranche a period of Term Loans shall automatically be increased by three (3) months to amend this Agreement as to direct costs of Bayer as a result of Inputs that do not constitute Required Inputs or do not meet Input Specifications. If the Yield Differential. “Yield” shall meanParties are unable to reach agreement to amend this Agreement during the Initial Term, with respect to any credit facility, then the then “effective yield” on such Term Loans consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to such facility matter shall be excludedresolved in accordance with Section 12.9. If the Parties are unable to reach agreement to amend this Agreement during any term after the Initial Term, (y) original issue discount and upfront fees paid or payable then Bayer may, at its sole option, terminate this Agreement for cause pursuant to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan Commitments, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan CommitmentSection 4.1 hereof.

Yield. If the initial Yield (as defined below) on any Incremental Term Loans (not including Permitted Incremental Equivalent Debt) that (a) are secured on a pari passu basis with incurred under the Secured Obligations exceeds Incurrence Ratio (for the then applicable Yield on the Term Loans existing on the Increase Effective Date (including any prior avoidance of doubt, Incremental Term Loans that are initially incurred under the Fixed Incremental Amount and later reclassified pursuant to the Incremental Reclassification Provision as having been incurred under the Incurrence Ratio shall not be deemed for purposes of this sentence to have been incurred under the Incurrence Ratio on or prior to the six month anniversary of the Closing Date), (b) are secured on a pari passu basis with the Secured Obligations, (c) have an outside maturity date on the latest maturity date of the initial Term Loans, (d) are denominated in Dollars and (e) that provide for the payment of interest at a floating rate, exceeds the then applicable Yield on the Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then then, solely to the extent the aggregate principal amount of all such Incremental Term Loans exceeds $70,000,000 (or, if the Specified 2018 Acquisition is consummated on or prior to the date that is 180 days after the Closing Date, $93,800,000) solely to the extent the Required Lenders have not waived the provisions of this clause (f), the Applicable Margin then in effect for each applicable existing such tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans facility consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting underwriting, ticking, unused line and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities as such in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan Commitments, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan Commitment.

Yield. If (a) The amount of the initial Certificate Holder Amounts outstanding from time to time shall accrue yield ("Yield") at the Yield (as defined below) on any Incremental Term Loans that are secured on a pari passu basis with Rate, calculated using the Secured Obligations exceeds actual number of days elapsed and, when the then applicable Yield Rate is based on the Term Loans existing on Adjusted Eurodollar Rate, a 360-day year basis and, if calculated at the Increase Effective Date Base Rate, a 360-day year basis if the Base Rate is calculated at the Federal Funds Rate, and a 365-, or, if applicable, 366-, day year basis if the Base Rate is calculated at the Prime Rate. If all or any portion of the Certificate Holder Amounts, any Yield payable thereon or any other amount payable hereunder shall not be paid when due (including any prior Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations) by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”whether at stated maturity, acceleration thereof or otherwise), then such overdue amount shall bear interest at a rate per annum which is equal to the Applicable Margin then Overdue Rate. Upon the occurrence, and during the continuance of a Lease Event of Default, the principal of and, to the extent permitted by law, interest on (or Yield on) the Certificate Holder Amounts and any other amounts owing hereunder or under the other Operative Documents shall bear interest, payable on demand, at the Overdue Rate. The Administrative Agent shall, as soon as practicable, but in effect for no event later than 12:00 (noon), Chicago time, two (2) Business Days before the effectiveness of each applicable existing tranche of Term Loans Adjusted Eurodollar Rate, cause to be determined such Adjusted Eurodollar Rate, the resulting Yield and Basic Rent, and notify the Lessee, each Certificate Holder and Lender thereof. (b) The Administrative Agent shall automatically be increased by distribute, in accordance with Article VII, the Yield Differential. “Yield” shall mean, Certificate Holder Basic Rent and all other amounts due with respect to any credit facility, the then “effective yield” on such Term Loans consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are Certificate Holder Amounts paid to or shared in whole or in part with the Administrative Agent by the Lessee under the Lease from time to time. (c) During the Interim Lease Term for any lender) in their respective capacities in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably Property, Yield on outstanding Certificate Holder Amounts made with respect to such facility Property shall be excludedpaid from Advances by the Certificate Holders deemed to have been requested by the Lessee pursuant to Section 3.4 on each Scheduled Payment Date, (y) original issue discount and upfront fees paid or payable to the lenders thereunder Property Improvement Costs shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period increased on the closing date of any each such Incremental Term Loan Commitment (A) Advance by an amount equal to such Advance; provided that if a Completion Certificate is delivered less than 1.0%, the amount of such difference shall be deemed added three (3) Business Days prior to the interest margin for the applicable existing Term Loansa Scheduled Payment Date, solely for purposes of this clause (c) such Completion Certificate shall not be effective until the purpose of determining whether an increase in day after such Scheduled Payment Date. (d) During the interest rate margins Basic Lease Term for the applicable existing Term Loans any Property, Yield on outstanding Certificate Holder Amounts made with respect to such Property shall be required due and payable in cash on each Scheduled Payment Date during such Basic Lease Term and not funded pursuant to deemed Advances as referred to in clause (Bc) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan Commitmentsabove. (e) If not repaid sooner, the amount of such difference outstanding aggregate Certificate Holder Amounts shall be deemed added repaid in full on the Maturity Date, subject to the interest rate margins for provisions of Article XX of the Loans under such Incremental Term Loan CommitmentMaster Lease.

Yield. If the initial Yield (as defined below) on any Incremental Term Loans (not including any Permitted Incremental Equivalent Debt) that are secured on a pari passu basis with the Secured Obligations (in both security and right of payment) exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date (including any prior Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations) by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then then, solely to the extent the Required Lenders have not waived the provisions of this clause (f), the Applicable Margin then in effect for each applicable existing such tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans facility consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting underwriting, ticking, unused line, consent and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities as such in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment is (A) is less than 1.00.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose purposes of determining whether an increase in the interest rate margins margin for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan CommitmentsLoans, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan CommitmentLoans solely for such purpose (provided that, to the extent any increase in interest rate margin would be required pursuant to the foregoing provisions, solely on account of clause (B) immediately above, such increase shall be effected solely by way of an increase in the Adjusted LIBO Rate floor instead of an increase in the applicable margin).

Yield. If (a) The Borrower hereby agrees to pay the initial Yield computed with reference to the principal amount of each Advance outstanding from time to time. Yield accruing in respect of any Advance for any Settlement Period shall be due and payable on the Settlement Date immediately succeeding such Settlement Period and as required by Section 2.05. (as defined belowb) Each Managing Agent shall prepare and send to the Borrower and the Agent an invoice with respect to each Settlement Date on the second Business Day preceding such Settlement Date setting forth (i) amounts due to the Lenders and Secondary Lenders in its related Lender Group on such Settlement Date in respect of Yield and fees hereunder and (ii) the rates of interest used in determining such Yield. (c) Anything in this Agreement or the other Program Documents to the contrary notwithstanding, if at any Incremental Term Loans that are secured on a pari passu basis with time the Secured Obligations rate of interest payable by any Person under this Agreement and the Program Documents exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date (including any prior Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations) by more than 50 basis points highest rate of interest permissible under Applicable Law (the amount of such excess above 50 basis points being referred to herein as the “Yield DifferentialMaximum Lawful Rate”), then then, so long as the Applicable Margin then in effect for each applicable existing tranche of Term Loans shall automatically Maximum Lawful Rate would be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facilityexceeded, the then “effective yield” on such Term Loans consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting rate of interest under this Agreement and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to such facility Program Documents shall be excluded, (y) original issue discount and upfront fees paid or payable equal to the lenders thereunder shall be included (with original issue discount Maximum Lawful Rate. If at any time thereafter the rate of interest payable under this Agreement and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) Program Documents is less than the Maximum Lawful Rate, such Person shall continue to pay interest rate floor, if any, under this Agreement and the Program Documents at the Maximum Lawful Rate until such time as the total interest received from such Person is equal to the total interest that would have been received had applicable to any such Incremental Term Loan Commitments, the amount of such difference shall be deemed added to law not limited the interest rate margins for payable under this Agreement and the Loans Program Documents. In no event shall the total interest received by a Lender or Secondary Lender under this Agreement and the Program Documents exceed the amount that such Incremental Term Loan CommitmentLender or Secondary Lender could lawfully have received, had the interest due under this Agreement and the Program Documents been calculated since the Closing Date at the Maximum Lawful Rate.

Yield. If (a) The amount of the initial Certificate Holder Amounts outstanding from time to time shall accrue yield ("Yield") at the Yield (as defined below) on any Incremental Term Loans that are secured on a pari passu basis with Rate, calculated using the Secured Obligations exceeds actual number of days elapsed and, when the then applicable Yield Rate is based on the Term Loans existing on Adjusted Eurodollar Rate, a 360-day year basis and, if calculated at the Increase Effective Date Base Rate, a 360-day year basis if the Base Rate is calculated at the Federal Funds Rate, and a 365-, or, if applicable, 366-, day year basis if the Base Rate is calculated at the Prime Rate. If all or any portion of the Certificate Holder Amounts, any Yield payable thereon or any other amount payable hereunder shall not be paid when due (including any prior Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations) by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”whether at stated maturity, acceleration thereof or otherwise), then such overdue amount shall bear interest at a rate per annum which is equal to the Applicable Margin then Overdue Rate. Upon the occurrence, and during the continuance of a Lease Event of Default, the principal of and, to the extent permitted by law, interest on (or Yield on) the Certificate Holder Amounts and any other amounts owing hereunder or under the other Operative Documents shall bear interest, payable on demand, at the Overdue Rate. The Administrative Agent shall, as soon as practicable, but in effect for no event later than 12:00 (noon), Chicago time, two (2) Business Days before the effectiveness of each applicable existing tranche of Term Loans Adjusted Eurodollar Rate, cause to be determined such Adjusted Eurodollar Rate, the resulting Yield and Basic Rent, and notify the Lessee Agent, each Certificate Holder and Lender thereof. (b) The Administrative Agent shall automatically be increased by distribute, in accordance with Article VII, the Yield Differential. “Yield” shall mean, Certificate Holder Basic Rent and all other amounts due with respect to any credit facility, the then “effective yield” on such Term Loans consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are Certificate Holder Amounts paid to or shared in whole or in part the Administrative Agent by the Lessee under the Lease from time to time. (c) Yield on outstanding Certificate Holder Amounts made with any lenderrespect to each Property shall be paid from Advances by the Certificate Holders deemed to have been requested by the Lessee Agent pursuant to Section 3.4 on each Scheduled Payment Date occurring prior to the earlier of the Completion Date and the Outside Completion Date, and the Property Improvement Costs shall be increased on the date of each such Advance by an amount equal to such Advance; provided that if a Completion Certificate is delivered less than three (3) in their respective capacities in connection with Business Days prior to a Scheduled Payment Date, solely for purposes of this clause (c) such Completion Certificate shall not be effective until the applicable facility day after such Scheduled Payment Date. (d) After the earlier of the Completion Date and any other fees that are not generally payable to all lenders (or their Affiliates) ratably the Outside Completion Date, Yield on outstanding Certificate Holder Amounts made with respect to such facility Property shall be excludeddue and payable in cash on each Scheduled Payment Date and not funded pursuant to deemed Advances as referred to in clause (c) above. (e) If not repaid sooner, (y) original issue discount and upfront fees paid or payable to the lenders thereunder outstanding aggregate Certificate Holder Amounts shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period repaid in full on the closing date of any such Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan Commitments, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan CommitmentMaturity Date.

Yield. If 4.1 The Parties shall evaluate and mutually determine after the initial Yield (as defined below) on any Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date (including any prior Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations) by Production of [***] commercial batches of Product of not less than [***] and not more than 50 basis points [***] of Final Bulk Vaccine which during the normal course of Production would be required and acceptable to the Parties to achieve a certain specified result defined in percent, hereby taking into account, among other things, fixed ([***]) and flexible Production losses, and thereby describing a targeted yield in respect of, and in comparison to, the quantities of such supplied Final Bulk Vaccine (“Target Yield”). The mutual determination of Target Yield pursuant to this Section 4.1 shall factor out an agreed upon constant (i.e., irrespective of batch size) for intentional and/or otherwise fixed losses (“Fixed Losses”); provided, however, that in the event the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”Fixed Losses positively or negatively varies ([***]), then the Applicable Margin then Parties shall from time to time accordingly adjust up or down the applicable allowance in effect respect of such variance. 4.2 Until the Target Yield has been established and is applicable as set forth herein below, all losses of Final Bulk Vaccine, and any costs and expenses incurred in respect thereof, shall be borne by Intercell and, in amplification thereof, such evaluation of the Target Yield as described hereinabove shall not be applicable to any batches consisting of less than [***] or more than [***] of Final Bulk Vaccine, and shall furthermore not apply if Production has been halted or interrupted for extended time period(s) unless the halt occurred due to Xxxxxx’x fault and/or if, in any calendar year, less than [***] commercial batches of Products shall be or have been Produced by Xxxxxx subject to Purchase Orders. 4.3 The first Target Yield so established as set forth herein shall apply for the remainder of the calendar year of its determination only. Thereafter, the Target Yield and Fixed Losses shall be reviewed annually and agreed on by the Parties for each applicable existing tranche calendar year during the Term and any subsequent term of Term Loans shall automatically be increased by this Agreement through good faith negotiations, taking into account the Yield Differential. “Yield” shall meanprevious calendar year’s performance, with respect to process enhancements and Production improvements, any credit facilitycurrent or updated requirements of any Regulatory Authority and cGMP requirements, the then “effective yield” on such Term Loans consistent with generally accepted financial practiceas well as all other relevant circumstances, it being understood and agreed by the Parties that (x) customary arrangementthe previous calendar year’s performance shall not be determinative and shall not set any precedence for such review, commitmentgood faith negotiations, structuringand agreement in respect hereof, underwriting and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if lessfurthermore, the remaining life to maturity) without any present value discount) Parties shall, at the end of each calendar year, mutually determine and agree on the cumulative actual losses of Final Bulk Vaccine throughout the elapsed calendar year, excluding the aggregate amount of all Fixed Losses, and thereby determine the actual yield in respect of the use of Final Bulk Vaccine so required by Xxxxxx for Production in said year[. (z) to “Actual Yield”). 4.4 To the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment (A) Actual Yield is less than 1.0%equal to, or greater than, the amount Target Yield, all losses of such Final Bulk Vaccine, and all costs and expenses incurred in respect thereof, shall remain to be solely borne by Intercell; and, furthermore, the positive difference between Actual Yield and Target Yield shall be deemed added to the interest margin for the applicable existing Term Loansaccrue, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate flooroffset by losses, if any, applicable resulting from the Target Yield exceeding the Actual Yield (the “Accumulated Surplus”). However to the contrary of the immediately preceding sentence, Xxxxxx shall reimburse Intercell at the mutually agreed contractual value of Final Bulk Vaccine as set forth in Annex 2 attached hereto and multiplied by [***], for any such Incremental Term Loan Commitmentscosts and expenses involved in respect thereof (after being offset by the Accumulated Surplus) in the event any Actual Yield should be mutually determined, in accordance with said agreement referred to hereinabove, to be less than the amount of Target Yield (and accounting for such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan Commitmentoffset).

Yield. If the initial Yield (as defined below) on any Incremental Term Loans (including any Permitted Incremental Equivalent Debt) that (a) are incurred utilizing the Incurrence Ratio (for the avoidance of doubt, Incremental Term Loans that are initially incurred under the Fixed Incremental Amount and later reclassified pursuant to the Incremental Reclassification Provision as having been incurred under the Incurrence Ratio shall not be deemed for purposes of this sentence to have been incurred under the Incurrence Ratio) on or prior to the 12 month anniversary of the Closing Date, (b) are secured on a pari passu basis with the Secured Obligations (in both security and right of payment), (c) have an outside maturity date on or prior to the Latest Maturity Date of the initial Term Loans, (d) are denominated in Dollars and (d) that provide for the payment of interest at a floating rate, exceeds the then applicable Yield on the initial Term Loans existing advanced on the Increase Effective Closing Date (including any prior Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations) outstanding at such time by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then then, solely to the extent that (1) Lenders holding more than 50% of the aggregate principal amount of the initial Term Loans advanced on the Closing Date (provided that the applicable Term Loans held by any Defaulting Lender shall be excluded for purposes of making such determination) have not waived the provisions of this clause (f) (such provisions, the “MFN Protection”), and (2) the aggregate principal amount of all Incremental Term Loans that would be subject to the adjustment provided for in this sentence (after giving effect to all other carve-outs thereto) but for this clause (2) exceeds $1,000,000,000 the Applicable Margin then in effect for each applicable existing such tranche of Term Loans advanced on the Closing Date shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans facility consistent with generally accepted financial practice, it being understood agreed that (x) customary arrangement, commitment, structuring, underwriting underwriting, ticking, unused line, consent and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities in connection with the applicable facility facility, any call protection or prepayment premiums paid or payable in connection with such facility, and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment in like currency is (A) is less than 1.01.00%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan CommitmentsLoans in like currency, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan CommitmentLoans in like currency solely for such purpose; provided that, to the extent any increase in interest rate margin would be required pursuant to the foregoing provisions, solely on account of clause (B) immediately above, such increase shall be effected solely by way of an increase in the Adjusted LIBO Rate floor instead of an increase in the Applicable Margin).

Yield. If the initial Yield (as defined below) on any Incremental Term Loans (not including any Permitted Incremental Equivalent Debt) that (a) are incurred under the Incurrence Ratio (for the avoidance of doubt, Incremental Term loans that are initially incurred under the Fixed Incremental Amount (solely to the extent utilized through the Maximum Incremental Facilities Amount and not, for the avoidance of doubt, through the Fixed Incremental Reallocation Provision) and later reclassified pursuant to the Incremental Reclassification Provision as having been incurred under the Incurrence Ratio shall not be deemed for purposes of this sentence to have been incurred under the Incurrence Ratio) on or prior to Xxxxx 0, 0000, (x) are secured on a pari passu basis with the Secured Obligations (in both security and right of payment), (c) have an outside maturity date on or prior to the date that is one year after the latest maturity date of the initial Term Loans, (d) are denominated in Dollars and (e) that provide for the payment of interest at a floating rate, exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date (including any prior Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations) by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then then, solely to the extent the aggregate principal amount of all such Incremental Term Loans exceeds $190,000,000 solely to the extent the Required Lenders have not waived the provisions of this clause (f), the Applicable Margin then in effect for each applicable existing such tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans facility consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting underwriting, ticking, unused line and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities as such in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment is (A) is less than 1.00.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose purposes of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan CommitmentsFacility, the amount of such difference shall be deemed added to the interest rate margins for the Loans loans under such Incremental Term Loan CommitmentFacility solely for such purpose (provided that, to the extent any increase in interest rate margin would be required pursuant to the foregoing provisions, solely on account of clause (B) immediately above, such increase shall be effected solely by way of an increase in the LIBOR floor instead of an increase in the applicable margin).

Yield. If the initial Yield (as defined below) on any Incremental Term Loans (including any Permitted Incremental Equivalent Debt and/or Indebtedness under Section 6.01(u) solely to the extent applicable thereto pursuant to the operative provisions herein governing such Indebtedness) that (a) are incurred utilizing the Incurrence Ratio (for the avoidance of doubt, Incremental Term Loans that are initially incurred under the Fixed Incremental Amount and later reclassified pursuant to the Incremental Reclassification Provision as having been incurred under the Incurrence Ratio shall not be deemed for purposes of this sentence to have been incurred under the Incurrence Ratio) on or prior to the 6 month anniversary of the Closing Date, (b) are secured on a pari passu basis with the Secured Obligations (in both security and right of payment), (c) have an outside maturity date on or prior to the Latest Maturity Date of the initial Term Loans, (d) are denominated in Dollars, (e) that provide for the payment of interest at a floating rate, (f) are broadly syndicated term loan B loans, and (g) incurred for any purpose other than a Permitted Acquisition or other Investment, exceeds the then applicable Yield on the initial Term Loans existing advanced on the Increase Effective Closing Date (including any prior Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations) outstanding at such time by more than 50 100 basis points (the amount of such excess above 50 100 basis points being referred to herein as the “Yield Differential”), then then, solely to the extent that (1) Lenders holding more than 50% of the aggregate principal amount of the initial Term Loans advanced on the Closing Date outstanding at such time (provided that the Term Loans held by any Defaulting Lender shall be excluded for purposes of making such determination) have not waived the provisions of this clause (f) (such provisions, the “MFN Protection”), and (2) the aggregate principal amount of all Incremental Term Loans (and if applicable Permitted Incremental Equivalent Debt and Indebtedness incurred under Section 6.01(u)) that would be subject to the adjustment provided for in this sentence (after giving effect to all other carve-outs thereto) but for this clause (2) exceeds the greater of (i) $55,000,000 and (ii) 100% of Consolidated EBITDA for the Test Period most recently ended, the Applicable Margin then in effect for each applicable existing tranche of the initial Term Loans advanced on the Closing Date shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans facility consistent with generally accepted financial practice, it being understood agreed that (x) customary arrangement, commitment, structuring, underwriting underwriting, ticking, unused line, consent and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities in connection with the applicable facility facility, any call protection or prepayment premiums paid or payable in connection with such facility, and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate Term SOFR for a three month interest period on the closing date of any such Incremental Term Loan Commitment is (A) is less than 1.00.50%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan CommitmentsLoans, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan CommitmentLoans solely for such purpose; provided that, to the extent any increase in interest rate margin would be required pursuant to the foregoing provisions, solely on account of clause (B) immediately above, such increase shall be effected solely by way of an increase in Term SOFR floor instead of an increase in the Applicable Margin).

Yield. If the initial Yield (as defined below) on any Incremental Term Loans (not including any Permitted Incremental Equivalent Debt) that (a) are incurred utilizing the Incurrence Ratio (for the avoidance of doubt, Incremental Term Loans that are initially incurred under the Fixed Incremental Amount and later reclassified as having been incurred under the Incurrence Ratio shall not be deemed for purposes of this sentence to have been incurred under the Incurrence Ratio) on or prior to the 6 month anniversary of the Closing Date, (b) are secured on a pari passu basis with the Secured Obligations (in both security and right of payment), (c) have an outside maturity date on or prior to the Latest Maturity Date of the initial Term Loans, (d) are denominated in Dollars, (e) that provide for the payment of interest at a floating rate, and (f) are broadly syndicated term loan B loans, and (f) incurred for any purpose other than a Permitted Acquisition or other Investment, exceeds the then applicable Yield on the initial Term Loans existing of any Class advanced on the Increase Effective Closing Date (including any prior Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations) outstanding at such time by more than 50 100 basis points (the amount of such excess above 50 100 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for each applicable existing tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall meanthen, with respect to any credit facility, the then “effective yield” on such Term Loans consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) solely to the extent that (1) Lenders holding more than 50% of the Adjusted LIBO Rate for a three month interest period aggregate principal amount of the initial Term Loans of any Class advanced on the closing date Closing Date outstanding at such time (provided that the initial Term Loans held by any Defaulting Lender shall be excluded for purposes of any making such determination) have not waived the provisions of this clause (f) (such provisions, the “MFN Protection”), and (2) the aggregate principal amount of all Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall Loans that would be deemed added subject to the interest margin adjustment provided for in this sentence (after giving effect to all other carve-outs thereto) but for this clause (2) exceeds the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan Commitments, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan Commitment.greater of

Yield. If the initial Yield (as defined below) on any Incremental Term Loans (not including any Permitted Incremental Equivalent Debt) that are secured on a pari passu basis with the Secured Obligations (in both security and right of payment) exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date (including any prior Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations) by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then then, solely to the extent the Required Lenders have not waived the provisions of this clause (f), the Applicable Margin then in effect for each applicable existing such tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans facility consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting underwriting, ticking, unused line, consent and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities as such in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment is (A) is less than 1.00.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose purposes of determining whether an increase in the interest rate margins margin for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan CommitmentsLoans, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan CommitmentLoans solely for such purpose (provided that, to the extent any increase in interest rate margin would be required pursuant to the foregoing provisions, solely on account of clause (B) immediately above, such increase shall be effected solely by way of an increase in the Adjusted LIBO Rate floor instead of an increase in the applicable margin).

Yield. If 8.1 Chesapeake shall use all reasonable endeavours to minimise waste of Bulk Products in Manufacture and shall, in any event, ensure that the initial Yield of each Batch is limited to between 92 per cent. and 100 per cent. of the Target. (as defined belowa) on Should the Yield of any Incremental Term Loans that are secured on Batch be less than the lower limit or greater than the upper limit specified in clause 8.1 above (a pari passu basis with the Secured Obligations exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date (including any prior Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations) by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”"NON-CONFORMING YIELD"), then Chesapeake shall promptly notify as much to Protherics and, should Protherics elect in its discretion to reject the Applicable Margin then same pursuant to clause 10.1 below, Chesapeake shall promptly reimburse Protherics in effect for each applicable existing tranche of Term Loans shall automatically be increased by the accordance with clause 10.3 below. (b) Should any Batch have a Non-Conforming Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) its Yield is less than the interest rate floorlower limit specified in clause 8.1 above, if anyand should Protherics elect in its discretion not to reject the same pursuant to clause 10.1 below, applicable Chesapeake shall, without prejudice to Protherics' other rights and remedies hereunder, reimburse Protherics for the difference between the cost of the Bulk Products used in the Manufacture of such Batch and the cost of the theoretical quantity of Bulk Products which would have been used in the Manufacture of the number of Vials within such Batch had the Finished Products within such Vials have been Manufactured from such theoretical quantity of Bulk Products and should the Yield thereof have been 100% of the Target, subject to a limit of [*] in respect of each such Batch. (c) Payments due under this clause shall be made by Chesapeake to Protherics by credit note, direct reimbursement or at the reasonable discretion of Protherics. (a) In the event that a Batch has a Non-Conforming Yield, Chesapeake shall promptly upon becoming aware of as much conduct an investigation to determine the cause thereof, with which investigation Protherics shall co-operate in all reasonable respects and in which it shall be entitled to participate and to which it shall be entitled to have full access, and Chesapeake shall, within five (5) Business Days following the production of the relevant Batch, notify Protherics of the occurrence of the same and of the Yield of such Batch. (b) Chesapeake shall submit to Protherics a written report of the findings of the investigations conducted pursuant to clause 8.3(a) above within twenty (20) Business Days following the date of Manufacture of the Batch to which they relate. 8.4 If Chesapeake experiences two (2) Non-Conforming Yields in any such Incremental Term Loan Commitmentsrolling twelve (12) month period, Protherics shall, in addition to its rights set out above, have the right to terminate this * Material has been omitted pursuant to a request for confidential treatment and has been filed separately with the Commission. agreement without further liability by providing sixty (60) Business Days' written notice to Chesapeake. (a) Notwithstanding the above, but subject to clause 8.5(b) below, the amount provisions of clauses 8.1, 8.2 and 8.4 above shall not take effect until the date one (1) year after the Effective Date, although Chesapeake shall use all reasonable endeavours to minimise any waste of Bulk Products in the Manufacture of the Finished Products Manufactured prior thereto. (b) The application of clause 8.3 above shall not be affected by clause 8.5(a), and clauses 8.1 and 8.2 (a) above shall apply to this agreement from and including the Effective Date solely in so far as is necessary to give effect to the said clause 8.3. (c) For the avoidance of doubt, clause 8.5(a) above shall not effect Protherics' rights pursuant to clause 10.1 below. 8.6 In the event that the average Yield of the Batches Manufactured by Chesapeake in the year following the Effective Date, irrespective of which Finished Products comprise the same, is less than the lower limit or greater than the upper limit specified in clause 8.1 above, Chesapeake may request that the parties meet to discuss revising such limits, in which event the parties shall so meet as soon as reasonably practicable, provided that: (a) Chesapeake can demonstrate that such average Yield was less than such lower limit or greater than such upper limit, as applicable, as a consequence of: (i) an inherent property of the Finished Products; or (ii) an incompatibility of the Finished Products or the Manufacture with Chesapeake's Manufacturing process or the machinery or other equipment used by Chesapeake in Manufacture; and was not due to the fault of Chesapeake; and (b) Chesapeake makes such request between the first anniversary of the Effective Date and the date falling thirty (30) Business Days thereafter. 8.7 In the event that the parties meet pursuant to clause 8.6 above to discuss revising the permissible upper or lower limits of the Yield specified in clause 8.1 above and do not reach agreement on whether to revise the same or what such revised limits should be within thirty (30) Business Days (or such other time period as the parties agree) of first so meeting, either party may terminate this agreement forthwith by notice to the other, provided that such notice is given within five (5) Business Days of the end of such difference thirty (30) Business Days period (or such other time period as the parties may have agreed in accordance herewith). 8.8 In the event that, pursuant to clause 8.6 above, the parties discuss revising the upper or lower limits of the Yield specified in clause 8.1 above, the provisions of clause 8.5 above shall be deemed added additionally apply until the end of the thirty (30) Business Days period referred to in clause 8.7 above, provided that: (a) Chesapeake has requested that the parties enter into such discussions after the first anniversary of the Effective Date but no later than thirty (30) Business Days after such anniversary; and (b) such discussions do not end prior to the interest rate margins for end of the Loans under such Incremental Term Loan Commitmentthirty (30) Business Days period referred to in clause 8.7 above.

Yield. If (a) The amount of the initial Lessor Amounts outstanding from time to time shall accrue yield ("Yield") at a rate per annum equal to (i) in the case of any Lessor Amount made in connection with an Advance, the Yield Rate and (ii) in the case of any Lessor Amount constituting an Extraordinary Lessor Investment, the rate per annum mutually agreed by the Lessor and the Construction Agent (in their respective sole discretion) as defined below) on any Incremental Term Loans the rate of Yield for such Extraordinary Lessor Investment as a condition to the Lessor's agreement to advance such amount pursuant to Section 3.1(e); provided, that are secured on a pari passu basis the Lessor Amount advanced in connection with the Secured Obligations exceeds Special Advance shall accrue Yield at the then applicable Base Rate until the first day of the first Basic Rent Period commencing on or after the Closing Date. (b) All Yield on the Term Loans existing on the Increase Effective Date (including any prior Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations) by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for each applicable existing tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall mean, Lessor Amounts and all other amounts due with respect to the Lessor Amounts shall be distributed by the Administrative Agent to the Lessor in accordance with Article VII. (c) During the Construction Period, accrued Yield on the Lessor Amounts shall be due and payable on each Rent Payment Date and on the last day of the Construction Period and shall, subject to the terms and conditions hereof, be paid from Advances and added to the Property Cost. (d) During the Basic Lease Term, accrued Yield on the Lessor Amounts shall be due and payable (i) on each Rent Payment Date, (ii) on the date of any credit facilitypayment or prepayment, the then “effective yield” on such Term Loans consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with part, of any lenderLessor Amount, on the Lessor Amount so paid or prepaid, (iii) in their respective capacities in connection with on the applicable facility Maturity Date and any other fees that are (iv) without duplication, on the Expiration Date. (e) If not generally payable to all lenders (or their Affiliates) ratably with respect to such facility repaid sooner, the aggregate outstanding amount of Lessor Amounts shall be excludedrepaid in full on the Maturity Date, (y) original issue discount and upfront fees paid or payable subject to the lenders thereunder shall be included (with original issue discount provisions of Section 5.4 of the Construction Agency Agreement and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, Article XX of the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan Commitments, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan CommitmentLease.

Yield. If the initial Yield (as defined below) on any Incremental Term Loans (including any Permitted Incremental Equivalent Debt) that (a) are incurred utilizing the Incurrence Ratio (for the avoidance of doubt, Incremental Term Loans that are initially incurred under the Fixed Incremental Amount and later reclassified pursuant to the Incremental Reclassification Provision as having been incurred under the Incurrence Ratio shall not be deemed for purposes of this sentence to have been incurred under the Incurrence Ratio) on or prior to the 12 month anniversary of the Closing Date, (b) are secured on a pari passu basis with the Secured Obligations (in both security and right of payment), (c) have an outside maturity date on or prior to the Latest Maturity Date of the initial Term Loans, (d) are denominated in Dollars and (d) that provide for the payment of interest at a floating rate, exceeds the then applicable Yield on the initial Term Loans existing advanced on the Increase Effective Closing Date (including any prior Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations) outstanding at such time by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then then, solely to the extent that (1) Lenders holding more than 50% of the aggregate principal amount of the initial Term Loans advanced on the Closing Date (provided that the applicable Term Loans held by any Defaulting Lender shall be excluded for purposes of making such determination) have not waived the provisions of this clause (f) (such provisions, the “MFN Protection”), and (2) the aggregate principal amount of all Incremental Term Loans that would be subject to the adjustment provided for in this sentence (after giving effect to all other carve-outs thereto) but for this clause (2) exceeds $1,000,000,000 the Applicable Margin then in effect for each applicable existing such tranche of Term Loans advanced on the Closing Date shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans facility consistent with generally accepted financial practice, it being understood agreed that (x) customary arrangement, commitment, structuring, underwriting underwriting, ticking, unused line, consent and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities in connection with the applicable facility facility, any call protection or prepayment premiums paid or payable in connection with such facility, and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate RateTerm SOFR for a three month interest period on the closing date of any such Incremental Term Loan Commitment in like currency is (A) is less than 1.0%1.00%the Floor, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan CommitmentsLoans in like currency, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan CommitmentLoans in like currency solely for such purpose; provided that, to the extent any increase in interest rate margin would be required pursuant to the foregoing provisions, solely on account of clause (B) immediately above, such increase shall be effected solely by way of an increase in the Adjusted LIBO Rate fFloor instead of an increase in the Applicable Margin).

Yield. If the initial Yield (as defined below) on any Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations exceeds the then applicable Yield on the Term Loans existing on the Increase Effective Date (including any prior Incremental Term Loans that are secured on a pari passu basis with the Secured Obligations) by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin then in effect for each applicable existing tranche of Term Loans shall automatically be increased by the Yield Differential. “Yield” shall mean, with respect to any credit facility, the then “effective yield” on such Term Loans consistent with generally accepted financial practice, it being understood that (x) customary arrangement, commitment, structuring, underwriting underwriting, ticking, unused line and amendment fees paid or payable to one or more arrangers (or their Affiliates) (regardless of whether such fees are paid to or shared in whole or in part with any lender) in their respective capacities in connection with the applicable facility and any other fees that are not generally payable to all lenders (or their Affiliates) ratably with respect to any such facility and that are paid or payable in connection with such facility shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that the Adjusted LIBO Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment (A) is less than 1.0%, the amount of such difference shall be deemed added to the interest margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate margins for the applicable existing Term Loans shall be required and (B) is less than the interest rate floor, if any, applicable to any such Incremental Term Loan Commitments, the amount of such difference shall be deemed added to the interest rate margins for the Loans under such Incremental Term Loan Commitment.