Common use of Yield Protection Clause in Contracts

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, 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 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitment.

Yield Protection. 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 Change 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,Law: (iA) subjects the Administrative Agent, any Lender or Lender, any applicable Lending Installation or any Issuing Bank to any tax, levy, impost, deduction, fee, assessment, duty, charge or withholding on withholding, and any interest, penalties or from payments due from any Borrower liabilities with respect thereto, (excluding taxation of the overall net income of any Lender or taxation of a similar basis(1) Taxes, which are governed by Section 2.14(E), (2) amounts included in clauses (b) through (d) of the definition of Excluded Taxes, (3) Connection Income Taxes and (4) any other taxes for which such Lender has been reimbursed by such Borrower), or changes the basis on its loans, loan principal, letters of taxation of payments to any Lender in respect of its Commitmentcredit, Loanscommitments, its L/C Interests, the Letters of Credit or other amounts due it hereunderobligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or any Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any Issuing Bank of making, funding or maintaining its Revolving Loan Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or any Issuing Bank in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation or any Issuing Bank to make any payment calculated by reference to the amount of its Revolving Loan Commitment, Loans or the L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company Administrative Agent or any other the applicable Borrower of written demand by such Lender or Issuing Bank pursuant to Section 4.5, the applicable Borrowers Borrower shall pay the Administrative Agent or such Lender or Issuing Bank that portion of such increased expense incurred or reduction in an amount received which the Administrative Agent or such Lender or Issuing Bank determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment; provided, however, that such Borrower shall not be required to pay any additional amounts pursuant to this Section 4.1 incurred more than 90 days prior to the date of the relevant Lender’s demand therefor.

Yield Protection. If 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, 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 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests Interests, Loans or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitment.

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding federal taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, Interests or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section SECTION 4.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. 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 Closing Date 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 AgreementClosing Date), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) to the extent not otherwise covered pursuant to the provisions of SECTION 2.12(E), subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation excluding, in the case of each Lender and the Agent, such taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by such Lender's or Agent's, as the case may be, income by the United States of America or any Governmental Authority of the overall net income jurisdiction under the laws of any which such Lender or taxation of a similar basisAgent, which are governed by Section 2.14(E)as the case may be, is organized ), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, Interests or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section SECTION 4.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitment.

Yield Protection. If 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) adopted ), or any change which occurs after the date of this Agreement and 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, any applicable Lending Installation or any Issuer with any request or directive (whether or not having general applicability to all banks within the jurisdiction in which force of law) of any such Lender operates (excludingauthority, for the avoidance of doubt, the effect of and phasing in of capital requirements central bank or other regulations or guidelines passed prior to comparable agency imposed after the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,: (i) subjects any Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any applicable Lending Installation to any tax, 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 Eurodollar Loan made by Section 2.14(E))it, or changes change the basis of taxation of payments to any such Lender in respect of its Commitmentthereof (except for Indemnified Taxes or Other Taxes covered by Section 3.5 and the imposition of, Loansor any change in the rate of, its L/C Interests, the Letters of Credit or other amounts due it hereunderany Excluded Tax), or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or any Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any Issuer of making, funding or maintaining its Commitment, the Loans, the L/C Interests Eurodollar Loans or the of issuing or participating in Letters of Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or any Issuer in connection with its Commitment, Eurodollar Loans or Letters of Credit, or requires any Lender or Lender, any applicable Lending Installation or any Issuer to make any payment calculated by reference to the amount of Commitment, Eurodollar Loans or L/C Interests Letters of Credit held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Lender or such Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to that Lender such Lender, the applicable Lending Installation or such Issuer of making, renewing making or maintaining its Commitment, Eurodollar Loans, L/C Interests, or Letters of Credit or Commitment or to reduce any amount the return received under this Agreementby such Lender, the applicable Lending Installation or such Issuer in connection with such Eurodollar Loans, Letters of Credit or Commitment, then, within fifteen (15) days after receipt by the Company or any other Borrower Business Days of written demand by such Lender pursuant to Section 4.5or such Issuer, the applicable Borrowers Borrower shall pay such Lender that portion of or such Issuer such additional amount or amounts as will compensate such Lender or such Issuer for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreceived.

Yield Protection. If any law If, on 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 Agreement, any Change 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,Law: (i) subjects any Lender or any applicable Lending Installation to any taximposes, 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 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases modifies or deems applicable any reserve, assessmentspecial deposit, compulsory loan, insurance charge, special deposit charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Term SOFR) or any applicable Lending Installation Issuing Lender; (ii) subjects any Lender or Issuing Lender to any Tax of any kind whatsoever (except for Indemnified Taxes or Other Taxes covered by Section 3.05 and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to obligations, or its Commitmentdeposits, Loansreserves, L/C Interests other liabilities or the Letters of Credit, capital attributable thereto; or (iii) imposes any other condition the result of which is to increase the cost to on any Lender or any applicable Lending Installation of makingIssuing Lender any other condition, funding cost or maintaining its Commitment, the Loans, the L/C Interests expense affecting this Agreement or the Letters SOFR Loans made by such Lender or any Letter of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lenderparticipation therein; and the result of any of the foregoing is shall be to increase the cost to that such Lender of making, renewing continuing, converting to or maintaining any SOFR Loans (or, in the case of a Change in Law with respect to Taxes, any Loan) or of maintaining its Commitment, Loans, L/C Interestsobligation to make any such Loan, or Letters to increase the cost to such Lender or Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any amount sum received under this Agreementor receivable by such Lender or Issuing Lender hereunder (whether of principal, then, within fifteen (15) days after receipt by the Company interest or any other Borrower amount) then, upon request of written demand by such Lender pursuant to Section 4.5or Issuing Lender, the applicable Borrowers Borrower shall pay to such Lender that portion of or Issuing Lender, as the case may be, such increased expense additional amount or amounts as will compensate such Lender or Issuing Lender, as the case may be, for such additional costs incurred or reduction in an amount received which suffered. Notwithstanding the foregoing, no Lender or Issuing Lender shall be entitled to seek compensation under this Section 3.01 unless such Lender determines or Issuing Lender is attributable generally seeking compensation from other borrowers that are similarly situated to makingand of similar creditworthiness with respect to its similarly affected commitments, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentloans and/or participations under agreements with such borrowers having provisions similar to this Section 3.01.

Yield Protection. (a) 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 interpretation or application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the compliance force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the Issuer to any tax, 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 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the Issuer in respect of its Commitment, Eurodollar Loans, its L/C Interests, the Letters of Credit Facility LCs or other amounts due it hereunderparticipations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuer of making, funding or maintaining its Commitment, the Eurodollar Loans, the L/C Interests or the Letters of Credit issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuer in connection with its CommitmentEurodollar Loans, Loans Facility LCs or Letters of Creditparticipations therein, or requires any Lender or any applicable Lending Installation or the Issuer to make any payment calculated by reference to the amount of CommitmentEurodollar Loans, Loans Facility LCs or L/C Interests participations therein held or interest or LC Fees received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Lender or the Issuer as the case may be, and the result of any of the foregoing is to increase the cost to that such Lender or applicable Lending Installation or the Issuer, as the case may be, of making, renewing making or maintaining its Eurodollar Loans, Commitment or Swing Line Commitment, Loans, L/C Interests, or Letters of Credit issuing or participating in Facility LCs or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation or the Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 3 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the Issuer, as the case may be, the applicable Borrowers Borrower shall pay such Lender that portion of or the Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which received. A Lender claiming compensation under this section shall notify the Borrower in writing of such claim, and shall only be entitled to compensation under this Section 3.1 for increased costs occurring (i) from and after the date of such notice until the events giving rise to such claim have ceased to exist, and (ii) during the one hundred twenty (120) day period preceding the date the Borrower receives notice from Agent or such Lender determines is attributable setting forth the described claim for compensation. (b) Borrower may, if obligated to makingmake a payment under this Section 3.1, funding and maintaining require the Lender(s) collecting such payment to (i) change its Loans, L/C Interests, Letters of Credit and Lending Installation to a different location so as to minimize such payment obligation or (ii) sell its Commitmentinterests herein to a Lender or other Person reasonably satisfactory to Agent.

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewiththerewith (any of the foregoing, a “Change in Law”), (i) subjects any Lender or any applicable Lending Installation to any tax, 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 2.14(E)Excluded Taxes), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Loans or other amounts due it hereunder; provided, that this clause (i) shall not apply with respect to any Taxes to which Section 3.5 applies, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Fixed Rate 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit Fixed Rate Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of CreditFixed Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest or fee received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit Loans or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other relevant Borrower of written demand by such Lender pursuant to Section 4.53.6, the applicable Borrowers such Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit Loans and its Commitment.

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) , subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E2.15(E)), or changes the basis of taxation of payments to any Lender in respect of its Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) or imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iii) or imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Revolving Loan Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Revolving Loan Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Revolving Loan Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. 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 the relevant Lender became a party to 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (iA) subjects any Lender or any applicable Lending Installation to any tax, 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 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Revolving Loan Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of its Revolving Loan Commitment, Loans or the L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other applicable Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment; provided that such Lender shall only require such payment from the applicable Borrower to the extent such Lender is requiring such payments from other borrowers of comparable creditworthiness as the Company.

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,: (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding federal taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Loans or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate LIBOR Loans) with respect to its Commitment, 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; , and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit Loans or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.53.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit Loans and its Revolving Loan Commitment.

Yield Protection. If If, on or after the Restatement 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) adopted after ), any change in the interpretation, promulgation, implementation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act regardless of the date of this Agreement enacted, adopted or issued and having general applicability to all banks within requests, rules, guidelines or directives promulgated by the jurisdiction in which such Lender operates (excluding, Bank for the avoidance of doubtInternational Settlements, the effect Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to Basel III, regardless of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement)adopted, issued, promulgated or any interpretation or application thereof implemented, by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application thereof, administration thereof or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency related to such new adoption, interpretation or decision (a “Regulatory Change”): (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Commitment, Eurocurrency Loans, its L/C Interests, the Letters of Credit Facility LCs or other amounts due it hereunder, orparticipations therein, (iib) imposes or imposes, increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditEurocurrency Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Commitment, the Eurocurrency Loans, the L/C Interests or the Letters of Credit issuing or participating in Facility LCs, reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its CommitmentEurocurrency Loans, Loans Facility LCs or Letters of Creditparticipations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of CommitmentEurocurrency Loans, Loans Facility LCs or L/C Interests participations therein held or interest or LC Fees received by it or by reference to the Letters of Creditit, 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 that such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making, renewing making or maintaining its Commitment, Loans, L/C Interests, Eurocurrency Loans or Letters Commitment or of Credit issuing or participating in Facility LCs or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the LC Issuer, as the case may be, the applicable Borrowers Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreceived.

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewiththerewith (any of the foregoing, a “Change in Law”), (i) subjects any Lender or any applicable Lending Installation to any tax, 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 2.14(E)Excluded Taxes), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Loans or other amounts due it hereunder; provided, that this clause (i) shall not apply with respect to any Taxes to which Section 3.5 applies, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Fixed Rate 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit Fixed Rate Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of CreditFixed Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest or fee received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit Loans or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other relevant Borrower of written demand by such Lender pursuant to Section 4.53.6, the applicable Borrowers such Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit Loans and its Commitment or Syndicated Canadian Commitment.

Yield Protection. If If, on or after the Restatement 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) adopted after ), any change in the interpretation, promulgation, implementation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act regardless of the date of this Agreement enacted, adopted or issued and having general applicability to all banks within requests, rules, guidelines or directives promulgated by the jurisdiction in which such Lender operates (excluding, Bank for the avoidance of doubtInternational Settlements, the effect Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to Basel III, regardless of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement)adopted, issued, promulgated or any interpretation or application thereof implemented, by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application thereof, administration thereof or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency related to such new adoption, interpretation or decision (a “Regulatory Change”): (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Commitment, Eurocurrency Loans, its L/C Interests, the Letters of Credit Facility LCs or other amounts due it hereunder, orparticipations therein, (iib) imposes or imposes, increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditEurocurrency Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Commitment, the Eurocurrency Loans, the L/C Interests or the Letters of Credit issuing or participating in Facility LCs, reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its CommitmentEurocurrency Loans, Loans Facility LCs or Letters of Creditparticipations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of CommitmentEurocurrency Loans, Loans Facility LCs or L/C Interests participations therein held or interest or LC Fees received by it or by reference to the Letters of Creditit, 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 that such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making, renewing making or maintaining its Commitment, Loans, L/C Interests, Eurocurrency Loans or Letters Commitment or of Credit issuing or participating in Facility LCs or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the LC Issuer, as the case may be, the applicable Borrowers Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which received. Failure or delay on the part of any such Lender determines Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 270 days prior to the date that such Person notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Regulatory Change giving rise to such increased costs or reductions is attributable retroactive, then the 270-day period referred to making, funding and maintaining its Loans, L/C Interests, Letters above shall be extended to include the period of Credit and its Commitmentretroactive effect thereof.

Yield Protection. If 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) 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 application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, 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 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Commitment, Eurodollar Loans, its L/C Interests, the Letters of Credit Facility LCs or other amounts due it hereunderparticipations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Commitment, the Eurodollar Loans, the L/C Interests or the Letters of Credit issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its CommitmentEurodollar Loans, Loans Facility LCs or Letters of Creditparticipations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of CommitmentEurodollar Loans, Loans Facility LCs or L/C Interests participations therein held or interest or LC Fees received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; , or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to that such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making, renewing making or maintaining its Commitment, Loans, L/C Interests, Eurodollar Loans or Letters Commitment or of Credit issuing or participating in Facility LCs or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the LC Issuer, as the case may be, the applicable Borrowers Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreceived.

Yield Protection. 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 Change 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,Law: (i) subjects any Lender or any applicable Lending Installation to any tax, 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 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, orAdvances); (iiiii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its CommitmentRevolving Loan Commitment or Eurodollar Loans or of issuing or participating in Facility LCs, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Commitment, Revolving Loan Commitment or Eurodollar Loans or Letters of CreditFacility LCs (including participations therein), or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Commitment, Revolving Loan Commitment or Eurodollar Loans or L/C Interests Facility LCs (including participations therein) held or interest or LC Fees received by it or by reference to the Letters of Creditit, by an amount deemed material by such LenderLender or the LC Issuer, as applicable; or (iii) subjects any Recipient to any taxes (other than (A) Taxes, (B) Other Taxes, (C) Excluded Taxes or (D) Other Connection Taxes on gross or net income, profits or revenue (including value-added or similar taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost to that such Lender or applicable Lending Installation, the LC Issuer or any other Recipient of making, renewing making or maintaining its CommitmentEurodollar Loans (in the case of the preceding clauses (i) or (ii)) or Loans (in the case of preceding clause (iii)) or Revolving Loan Commitment or of issuing or participating in Facility LCs, Loansas applicable, L/C Interests, or Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation, the LC Issuer or any amount received under this Agreementother Recipient in connection with such Loans or Revolving Loan Commitment or Facility LCs (including participations therein), then, within fifteen (15) days after receipt of demand, accompanied by the Company or any other Borrower of written demand statement required by Section 3.6, by such Lender pursuant to Section 4.5Lender, the applicable Borrowers LC Issuer or such other Recipient, as applicable, the Borrower shall pay such Lender that portion of Lender, the LC Issuer or such other Recipient, as applicable, such additional amount or amounts as will compensate such Lender, the LC Issuer or such other Recipient, as applicable, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreceived.

Yield Protection. (a) 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 Change 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewithLaw, (i) subjects any Lender Bank or any applicable Lending Installation to any tax, duty, charge charge, withholding levy, imposts, deduction, assessment or withholding fee on or from payments due from any Borrower (excluding taxation its loans, loan principal, letters of the overall net income of any Lender or taxation of a similar basiscredit, which are governed by Section 2.14(E))commitments, or changes the basis of taxation of payments to any Lender in respect of other obligations, or its Commitmentdeposits, Loansreserves, its L/C Interestsother liabilities or capital attributable thereto (other than (A) Taxes, the Letters of Credit or other amounts due it hereunder(B) Excluded Taxes, and (C) Other Taxes), or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, by any Lender Bank or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) including any reserve costs under Regulation D with respect to its Commitment, Loans, L/C Interests or the Letters of CreditEurocurrency liabilities (as defined in Regulation D)), or (iii) imposes any other condition the result of which is to increase the cost to any Lender Bank or any applicable Lending Installation of making, funding or maintaining its CommitmentAdvances, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender Bank or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, Advances or requires any Lender Bank or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held its Outstanding Credit Exposure or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Bank, or (iv) affects the amount of capital required or expected to be maintained by any Bank or any applicable Lending Installation or any corporation controlling any Bank and such Bank determines the result amount of any capital required is increased by or based upon the existence of the foregoing is this Agreement or its obligation to increase the cost to that Lender make Advances hereunder or of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters commitments of Credit or to reduce any amount received under this Agreementtype, then, within fifteen upon presentation by such Bank to the Company of a certificate (15as referred to in the immediately succeeding sentence of this Section 4.1) setting forth the basis for such determination and the additional amounts reasonably determined by such Bank for the period of up to ninety (90) days after receipt by prior to the date on which such certificate is delivered to the Company or any other Borrower and the Agent, to be sufficient to compensate such Bank in light of written demand by such Lender pursuant to Section 4.5circumstances, the applicable Borrowers Company shall within thirty (30) days of such delivery of such certificate pay to the Agent for the account of such Lender that portion Bank the specified amounts set forth on such certificate. The affected Bank shall deliver to the Company and the Agent a certificate setting forth the basis of the claim and specifying in reasonable detail the calculation of such increased expense incurred expense, which certificate shall be prima facie evidence as to such increase and such amounts. An affected Bank may deliver more than one certificate to the Company during the term of this Agreement. In making the determinations contemplated by the above-referenced certificate, any Bank may make such reasonable estimates, assumptions, allocations and the like that such Bank in good faith determines to be appropriate, and such Bank’s selection thereof in accordance with this Section 4.1 shall be conclusive and binding on the Company, absent manifest error. (b) No Bank shall be entitled to demand compensation or reduction in an amount received be compensated hereunder to the extent that such compensation relates to any period of time more than ninety (90) days prior to the date upon which such Lender determines is attributable Bank first notified the Company of the occurrence of the event entitling such Bank to makingsuch compensation (unless, funding and maintaining its Loansto the extent, L/C Interests, Letters that any such compensation so demanded shall relate to the retroactive application of Credit and its Commitmentany event so notified to the Company).

Yield Protection. (a) 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 Change 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,Law shall: (i) subjects any Lender impose, modify or any applicable Lending Installation to any tax, 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 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems deem 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 (except any such reserve requirement reflected in the Adjusted Eurocurrency Rate) or any applicable Lending Installation Issuer; (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loansii) with respect to its Commitment, Loans, L/C Interests impose on any Lender or any Issuer or the Letters London interbank market any other condition affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit, Credit or participation therein; or (iii) imposes subject any other condition the result of which is to increase the cost Recipient to any Lender or any applicable Lending Installation Taxes on its loans, loan principal, letters of makingcredit, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Creditcommitments, or requires any Lender other obligations, or any applicable Lending Installation to make any payment calculated by reference to its deposits, reserves, other liabilities or capital attributable thereto (other than (A) Indemnified Taxes and (B) Taxes described in clauses (c) and (d) of the amount definition of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such LenderExcluded Taxes and (C) Connection Income Taxes); and the result of any of the foregoing is shall be to increase the cost to that such Lender or such other Recipient of making, renewing making or maintaining any Eurocurrency Loan (or of maintaining its Commitmentobligation to make any such Loan) or to increase the cost to such Lender, Loanssuch Issuer or such other Recipient of participating in, L/C Interests, issuing or Letters maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuer or such other Recipient hereunder (whether of principal, interest or otherwise), then the Company will pay (or cause the applicable Borrower to pay) to such Lender, such Issuer or such other Recipient, as the case may be, such additional amount received or amounts as will compensate such Lender, such Issuer or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered, so long as such Lender’s, Issuer’s or other Recipient’s demand for such payment is substantially consistent with demands made by such Person with similarly situated customers of such Person under agreements having provisions similar to this AgreementSection 3.1(a) and is accompanied by a certificate complying with Section 3.1(c). (b) If any Lender or any Issuer determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuer’s capital or on the capital of such Lender’s or such Issuer’s holding company, thenif any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuer, to a level below that which such Lender or such Issuer or such Lender’s or such Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuer’s policies and the policies of such Lender’s or such Issuer’s holding company with respect to capital adequacy and liquidity), then from time to time the Company will pay (or cause the applicable Borrower to pay) to such Lender or such Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuer or such Lender’s or such Issuer’s holding company for any such reduction suffered, so long as such Lender’s or Issuer’s demand is substantially consistent with demands made by such Person with similarly situated customers of such Person under agreements having provisions similar to this Section 3.1(b) and is accompanied by a certificate complying with Section 3.1(c). (c) A certificate of a Lender or an Issuer setting forth a reasonably detailed calculation of the amount or amounts necessary to compensate such Lender or such Issuer or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Company and shall be conclusive absent demonstrable error. The Company shall pay (or cause the applicable Borrower to pay) such Lender or such Issuer, as the case may be, the amount shown as due on any such certificate within fifteen (15) 10 days after receipt by thereof. (d) Failure or delay on the part of any Lender or any Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuer’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender or an Issuer pursuant to this Section for any increased costs, reductions or other Borrower of written demand by amounts incurred or made more than 90 days prior to the date that such Lender pursuant or such Issuer, as the case may be, notifies the Company of the Change in Law giving rise to Section 4.5such increased costs, the applicable Borrowers shall pay such Lender that portion reductions or other amounts and of such Lender’s or such Issuer’s claim for compensation therefor; provided further that, if the Change in Law giving rise to such increased expense incurred costs, reductions or reduction in an amount received which such Lender determines other amounts is attributable retroactive, then the 90-day period referred to making, funding and maintaining its Loans, L/C Interests, Letters above shall be extended to include the period of Credit and its Commitmentretroactive effect thereof.

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation and any state taxation based on the income of a similar basis, any Lender assessed by the State in which are governed by Section 2.14(E)the Lender maintains its principal office), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, Interests or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.53.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment. A certificate as to an additional amount payable to any Lender or the Agent under this Section 3.1 submitted to the Borrower and the Agent (if a Lender is so submitting) by such Lender or the Agent shall show in reasonable detail the amount payable and the calculations used to determine such amount and shall, absent manifest error, be final, conclusive and binding upon all parties hereto.

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (iA) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E2.15(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If If, on or after the date of this Agreement, the adoption or phase-in of 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 application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application administration thereof, or compliance by any Lender or applicable Lending Installation or LC Issuer with any request or directive (whether or not having the compliance force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or LC Issuer to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of any taxes imposed on, or based on, or determined by reference to the overall net income of any Lender or taxation of a similar basisapplicable LC Issuer or Lending Installation, which are governed by Section 2.14(Eincluding, without limitation, franchise taxes, alternative minimum taxes and any branch profits tax (collectively, "Excluded Taxes")), any taxes imposed on, or based on, or determined by reference to or changes the basis of taxation of payments to any Lender or LC Issuer in respect of its Commitment, Loans, its L/C Interests, the Facility Letters of Credit or participations therein or other amounts due it hereunder, hereunder (except for Excluded Taxes) or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditLIBOR Rates), or (iii) imposes any other condition or requirement the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Creditloans, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests loans held or interest or fees received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5Lender, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender or LC Issuer determines is attributable to making, funding and maintaining its Loans, L/C Interests, Loans and its Commitment or issuing or participating in Facility Letters of Credit Credit; provided, however, that Borrower shall not be required to increase any such amounts payable to any Lender in respect of clause (i) above (1) if such Lender or LC Issuer fails to comply with the requirements of Section 2.20 hereof or (2) to the extent that such Lender or LC Issuer determines, in its sole reasonable discretion, that it can, after notice from Borrower, through reasonable efforts, eliminate or reduce the amount of tax liabilities payable (without additional costs or expenses unless Borrower agrees to bear such costs or expenses) or other disadvantages or risks (economic or otherwise) to such Lender or LC Issuer or Administrative Agent. If any Lender or LC Issuer receives a refund in respect of any amount described in clause (i), (ii) and its Commitment(iii) above for which such Lender or LC Issuer has received payment from Borrower hereunder, such Lender or LC Issuer shall promptly notify Borrower of such refund and such Lender or LC Issuer shall repay the amount of such refund to Borrower, provided that Borrower, upon the request of such Lender or LC Issuer, agrees to return such refund to such Lender or LC Issuer in the event such Lender or LC Issuer is required to repay such refund. The determination as to whether any Lender or LC Issuer has received a refund shall be made by such Lender or LC Issuer and such determination shall be conclusive absent manifest error.

Yield Protection. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law, but excluding those that are merely proposed and not in effect) adopted after the Closing Date (or with respect to any Lender, if later, the date of this Agreement on which such Lender becomes a Lender) and having general applicability to all banks (or a Lender’s holding company or applicable Lending Installation for purposes of this Agreement) 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 Closing Date (or with respect to any Lender, if later, the date of this Agreementon which such Lender becomes a Lender)), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, therewith (any of the foregoing, a “Change in Law”; provided, however, that notwithstanding anything herein to the contrary, except to the extent they are merely proposed and not in effect, (i) subjects the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith by any Lender Governmental Authority charged with the interpretation or application thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued to the extent having general applicability to all banks (or a Lender’s holding company or applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation for purposes of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, ) within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, jurisdiction in which the applicable Borrowers shall pay Lender (or its holding company or such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitment.Lending Installation) operates),

Yield Protection. If 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) 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 application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, 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 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Eurodollar Loans Facility LCs or other amounts due it hereunderparticipations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Commitment, the Eurodollar Loans, the L/C Interests or the Letters of Credit issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its CommitmentEurodollar Loans, Loans Facility LC or Letters of Creditparticipations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of CommitmentEurodollar Loans, Loans Facility LCs or L/C Interests participations therein held or interest or LC Fees received by it or by reference to the Letters of Creditit, 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 that such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making, renewing making or maintaining its Commitment, Loans, L/C Interests, Eurodollar Loans or Letters Commitment or of Credit issuing or participating in Facility LCs or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Facility LCs or participations therein, then, within fifteen (15) 30 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the LC Issuer, as the case may be, the applicable Borrowers Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreceived.

Yield Protection. If If, after the date of this Agreement (for purposes of this Agreement, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all guidelines and regulations adopted in connection therewith are deemed to have been adopted after the date hereof), the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) 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 interpretation change therein, or application thereof by any Governmental Authority charged with change in the interpretation or application administration thereof, or the compliance of any Lender therewith, or Regulation D of the Board of Governors of the Federal Reserve System, (ia) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation of the overall net income or receipts of any such Lender or taxation of a similar basis, which are governed by Section 2.14(E)any branch profits taxes), or changes the basis of taxation of payments to any such Lender in respect of its Commitment, Loans, its L/C Interests, portion of the Letters of Credit Loan or other amounts due it hereunder, or (iib) imposes imposes, modifies, or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Libor Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit advances or reduces any amount receivable by any such Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Creditadvances, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests advances held or interest received by it or by reference to the Letters of Creditit, 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 any corporation controlling such Lender and such Lender determines the result amount of any capital required is increased by or based upon the existence of this Agreement or its obligation to make the foregoing is to increase the cost to that Lender Loan hereunder or of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters commitments of Credit or to reduce any amount received under this Agreementtype, then, within fifteen three (153) days after receipt by the Company or any other Borrower Business Days of written demand by such Lender pursuant to Section 4.5Lender, the applicable Borrowers shall Borrower agrees to pay such Lender that portion of such increased expense incurred (including, in the case of clause (d), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such law, rule, regulation, policy, guideline or directive and after taking into account such Lender’s policies as to capital adequacy) or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentthe Loan.

Yield Protection. If after the date of this Agreement 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewithBank or any applicable Lending Installation or the LC Issuer with any of the foregoing, (i) subjects any Lender or Bank, any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from any Borrower the Company (excluding taxation of the overall net income of any Lender Bank, any applicable Lending Installation or taxation of a similar basis, which are governed by Section 2.14(E)the LC Issuer), or changes the basis of taxation of payments to any Lender Bank or the LC Issuer in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Facility LCs or participations therein or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Bank, any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Bank, any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Commitment, the Loans, the L/C Interests Loans or the Letters of Credit issuing or participating in Facility LCs or reduces any amount receivable by any Lender or Bank, any applicable Lending Installation or the LC Issuer in connection with its Commitment, Loans or Letters of Creditloans, or requires any Lender or Bank, any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of CommitmentLoans, Loans Facility LCs or L/C Interests participations therein held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Bank or the LC Issuer, or (iv) affects the amount of capital required or expected to be maintained by any Bank, any applicable Lending Installation or the LC Issuer or any corporation controlling any Bank or the LC Issuer and such Bank or the result LC Issuer, as the case may be, determines the amount of any capital required is increased by or based upon the existence of the foregoing is this Agreement or its obligation to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit make Loans hereunder or to reduce any amount received under issue or participate in Facility LCs hereunder or of commitments of this Agreementtype, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5Bank or the LC Issuer, the applicable Borrowers Company shall pay such Lender Bank or the LC Issuer, as the case may be, that portion of such increased expense incurred (including, in the case of Section 3.1(iv), any reduction in the rate of return on capital to an amount below that which it or such Lending Installation or corporation could have achieved but for such law, rule, regulation, policy, guideline or directive and after taking into account such Bank’s or the LC Issuer’s policies as to capital adequacy) or reduction in an amount received which such Lender Bank or the LC Issuer determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit Loans and/or issuing or participating in Facility LCs and its Commitment.

Yield Protection. (a) If after the Effective Date, the adoption of any law Law or bank regulatory guideline or any governmental amendment or quasi-governmental rulechange in the administration, 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 interpretation or application thereof of any existing or future Law or bank regulatory guideline by any Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Lender therewith,Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of Law): (i) subjects any Lender shall impose, modify or any applicable Lending Installation to any tax, 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 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Lender Indemnified Party or shall impose on any applicable Lending Installation Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other similar condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Offered Notes, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Offered Notes; or (ii) imposes upon any Indemnified Party any other than reserves condition or expense (including any loss of margin, reasonable attorneys’ fees and assessments taken into account expenses, and expenses of litigation or preparation therefor in determining contesting any of the interest rate applicable to Eurodollar Rate Loansforegoing) with respect to its Commitmentthis Agreement, Loansthe other Transaction Documents, L/C Interests the ownership, maintenance or financing of the Letters of CreditOffered Notes, or (iii) imposes any , other condition the result than Excluded Taxes, payments of which is amounts due hereunder or its obligation to increase the cost to any Lender advance funds hereunder or any applicable Lending Installation otherwise in respect of making, funding or maintaining its Commitmentthis Agreement, the Loansother Transaction Documents, the L/C Interests ownership, maintenance or financing of the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its CommitmentOffered Notes, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce the amount of any amount sum received under or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Offered Notes, the Receivables, the obligations hereunder, the funding of any purchases hereunder by an amount deemed by such Indemnified Party to be material, then, within fifteen (15) days on the next succeeding Distribution Date after receipt by the Company or any other Borrower of written demand by such Lender Indemnified Party, the Transferor shall pay to such Investor such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction. (b) If any Indemnified Party shall have determined that after the date hereof, the adoption of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Governmental Authority, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then on the next succeeding Distribution Date after written demand by such Indemnified Party, the Transferor shall pay to such Investor such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction. (c) After learning of any event occurring after the date hereof which will entitle an Indemnified Party to compensation pursuant to Section 4.5this Article V, the applicable Borrowers Investor shall pay notify the Transferor in writing. A notice by such Lender that portion Investor or the applicable Indemnified Party claiming compensation under this Section and setting forth in reasonable detail an explanation therefor and a calculation of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such increased expense incurred amount, such Investor or reduction any applicable Indemnified Party may use any reasonable averaging and attributing methods and shall describe such methods in an amount received which such Lender determines is attributable reasonable detail in any notice to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitment.the Transferor seeking compensation pursuant to this Article V.

Yield Protection. If (a) If, on or after the date hereof, the adoption of any law applicable law, rule or regulation, or any governmental change therein, or quasi-governmental ruleany change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, regulation, policy, guideline or compliance by any Lender (or its Lending Office) with any request 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,such Governmental Authority: (i) subjects shall subject any Lender (or any applicable its Lending Installation Office) to any tax, dutyduty or other charge with respect to its Eurodollar Loans, charge or withholding on or from payments due from any Borrower (excluding taxation its Notes, its Letter(s) of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E))Credit, or changes 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 shall change the basis of taxation of payments to any Lender (or its Lending Office) of the principal of or interest on its Eurodollar Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its Commitment, Eurodollar Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its L/C Interestsobligation to make Eurodollar Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the Letters rate of Credit tax on the overall net income of such Lender or other amounts due it hereunder, its Lending Office imposed by the jurisdiction in which such Lender’s principal executive office or Lending Office is located); or (ii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or shall impose on any applicable Lender (or its Lending Installation (other than reserves and assessments taken into account in determining Office) or on the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, or (iii) imposes interbank market any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining affecting its Commitment, the Eurodollar Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its CommitmentNotes, Loans or Letters its Letter(s) of Credit, or requires its participation in any Lender thereof, any Reimbursement Obligation owed to it, or any applicable Lending Installation its obligation to make any payment calculated by reference Eurodollar Loans, or to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters issue a Letter of Credit, by an amount deemed material by such Lenderor to participate therein; and the result of any of the foregoing is to increase the cost to that such Lender (or its Lending Office) of making, renewing making or maintaining its Commitmentany Eurodollar Loan, Loans, L/C Interestsissuing or maintaining a Letter of Credit, or Letters of Credit participating therein, or to reduce the amount of any amount sum received or receivable by such Lender (or its Lending Office) under this AgreementAgreement or under any other Loan Document with respect thereto, by an amount deemed by such Lender to be material, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant (with a copy to Section 4.5the Administrative Agent), the applicable Borrowers Borrower shall be obligated to pay to such Lender that portion such additional amount or amounts as will compensate such Lender for such increased cost or reduction (but not, in any event, in respect of any period prior to 180 days before the date of such increased expense incurred demand). (b) If, after the date hereof, any Lender or reduction the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in an amount received 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 any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority has had the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender determines is attributable 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 makingcapital adequacy) by an amount deemed by such Lender to be material, funding then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction (but not, in any event, in respect of any period prior to 180 days before the date of such demand). (c) A certificate of a Lender claiming compensation under this Section 8.4 and maintaining its Loanssetting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error. In determining such amount, L/C Interests, Letters of Credit such Lender shall act in a nondiscriminatory manner and its Commitmentmay use any reasonable averaging and attribution methods.

Yield Protection. If any law Change in Law: (a) subjects any Lender, any applicable Lending Installation, any Issuing Bank or the Administrative Agent to any governmental or quasi-governmental ruleTaxes on its loans, regulationloan principal, policyletters of credit, 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 (excludingcommitments, 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)obligations, or any interpretation its deposits, reserves, other liabilities or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, capital attributable thereto (other than (i) subjects any Lender or any applicable Lending Installation to any taxIndemnified Taxes, duty, charge or withholding on or from payments due from any Borrower (excluding taxation ii) Taxes described in clauses (b) through (d) of the overall net income definition of any Lender Excluded Taxes or taxation of a similar basis, which are governed by Section 2.14(E(iii) Connection Income Taxes)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or any Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any Issuing Bank of making, funding or maintaining its Commitment, the Loans, the Loans or L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or any Issuing Bank in connection with its Commitment, Loans or Letters of CreditL/C Interests, or requires any Lender or Lender, any applicable Lending Installation or any Issuing Bank to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Lender or such Issuing Bank, as the case may be, and the result of any of the foregoing is to increase the cost to that Lender such Lender, applicable Lending Installation, such Issuing Bank or the Administrative Agent of making, renewing making or maintaining its Commitment, Loans, L/C Interests, Interests or Letters of Credit Revolving Loan Commitment or to reduce any amount the return received under this Agreementby such Lender, applicable Lending Installation, such Issuing Bank or the Administrative Agent in connection with such Loans, L/C Interests or Revolving Loan Commitment, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5Person, the applicable Borrowers Borrower shall pay such Lender that portion of Person such additional amount or amounts as will compensate such Person for such increased expense incurred cost or reduction in an amount received received. Notwithstanding the foregoing provisions of this ‎Section 4.01, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this ‎Section 4.01 within 180 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 180 days before the date on which such Lender determines notifies the Borrower of such event or circumstance. Notwithstanding the above, a Lender will not be entitled to demand compensation under this ‎Section 4.01 at any time if it is attributable not the general practice and policy of such Lender to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentdemand such compensation from similarly situated borrowers in similar circumstances under agreements containing provisions permitting such compensation to be claimed at such time.

Yield Protection. If either (i) the adoption after the date hereof of any law applicable law, rule or regulation, or any change after the date hereof therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or quasi-governmental rulecomparable agency charged with the interpretation or administration thereof, regulation, policy, guideline or compliance by a Lender with any request or directive (whether or not having the force of law) adopted after the date hereof of this Agreement and having general applicability any such authority, central bank or comparable agency shall subject any Lender to all banks within the jurisdiction in which such Lender operates any additional tax (excludingincluding without limitation any United States interest equalization or similar tax, for the avoidance of doubthowever named), the effect of and phasing in of capital requirements duty or other regulations charge with respect to any Eurodollar Loan or guidelines passed prior a Lender's obligation to compute interest on the principal balance of any Eurodollar Loan at a rate based upon the Eurodollar Base Rate, or shall change after the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, 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 2.14(E)), or changes hereof the basis of taxation of payments to a Lender of the principal of or interest on any Lender Eurodollar Loan or any other amounts due under this Agreement in respect of its Commitmentany Eurodollar Loan or a Lender's obligation to compute the interest on the principal balance of any Eurodollar Loan at a rate based upon the Eurodollar Base Rate, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes any governmental authority, central bank or increases other comparable authority shall at any time after the date hereof impose, modify or deems deem applicable any reserve, assessment, insurance chargereserve (other than the Eurodollar Reserve Requirement), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any a Lender, or shall impose on a Lender (or its eurodollar lending office) or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, or (iii) imposes relevant interbank eurodollar market any other condition affecting any Eurodollar Loan or a Lender's obligation to compute the result interest on the principal balance of which is to increase any Eurodollar Loan at a rate based upon the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such LenderEurodollar Base Rate; and the result of any of the foregoing is to increase the cost to that a Lender of making, renewing or maintaining its Commitment, any Eurodollar Loans, L/C Interests, or Letters of Credit or to reduce the amount of any amount sum received or receivable by a Lender under this AgreementAgreement by an amount deemed by such Lender to be material, then, within fifteen (15) days after receipt by the Company or any other Borrower of written then upon demand by such Lender, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction. Such Lender will promptly notify Borrower and Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to Section 4.5, the applicable Borrowers shall pay this SECTION 2.5. A certificate of such Lender that portion of such increased expense incurred claiming compensation under this SECTION 2.5 and setting forth the additional amount or reduction in an amount received which amounts to be paid to such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters hereunder shall be conclusive in the absence of Credit and its Commitmentmanifest error.

Yield Protection. 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 the relevant Lender became a party to 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (iA) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E), and excluding any other taxes for which such Lender has been reimbursed by the Borrower), or changes the basis of taxation of payments to any Lender in respect of its Term Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Commitment, Term Loan Commitment or Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Term Loan Commitment, or the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of CreditLoans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans its Term Loan Commitment or L/C Interests held or interest received by it or by reference to the Letters of CreditLoans, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Term Loan Commitment or Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Term Loan Commitment; provided, however, that the Borrower shall not be required to pay any additional amounts pursuant to this Section 4.1 incurred more than 90 days prior to the date of the relevant Lender’s demand therefor.

Yield Protection. If any change in 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender or the L/C Issuer therewith, (ia) subjects any Lender or the L/C Issuer or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower or TLGI or any other Person obligated hereunder to any Lender or the L/C Issuer (excluding taxation of the overall net income of any Lender or taxation the L/C Issuer or any applicable Lending Installation or other taxes in lieu of a similar basis, such taxes imposed by the United States or any jurisdiction in which are governed by Section 2.14(E)such Lender or the L/C Issuer has its principal office or applicable Lending Installation or is engaged in business), or changes the basis of taxation of payments to any Lender or the L/C Issuer in respect of its CommitmentRevolving Loan, Loans, its L/C Interests, the Letters of Credit L/C Obligations or other amounts due it hereunder, ; or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with with, or for the account of, or credit extended by, any Lender or the L/C Issuer or any applicable Lending Installation Installation, (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, Advances); or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or the L/C Issuer or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests loans or the Letters issuing or participating in letters of Credit credit or reduces any amount receivable by any Lender or the L/C Issuer or any applicable Lending Installation in connection with its Commitment, Loans loans or Letters letters of Creditcredit, or requires any Lender or the L/C Issuer or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitmentloans or letters of credit held, Loans or L/C Interests held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; and Lender or the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C InterestsIssuer, or Letters of Credit or to reduce any amount received under this Agreement, as the case may be; then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the L/C Issuer, the applicable Borrowers shall pay such Lender or the L/C Issuer that portion of such increased expense incurred or reduction in an amount received which such Lender or the L/C Issuer determines is attributable to making, funding and maintaining its Revolving Loans, L/C Interests, the Letters of Credit Credit, the L/C Obligations and its CommitmentCommitment (and in the case of the L/C Issuer, its commitment to issue Letters of Credit).

Yield Protection. (a) 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 Change 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewithLaw, (i) subjects Subjects the Agent, any Lender Bank, any LC Issuer or any applicable Lending Installation to any tax, duty, charge charge, withholding levy, imposts, deduction, assessment or withholding fee on or from payments due from any Borrower (excluding taxation its loans, loan principal, letters of the overall net income of any Lender or taxation of a similar basiscredit, which are governed by Section 2.14(E))commitments, or changes the basis of taxation of payments to any Lender in respect of other obligations, or its Commitmentdeposits, Loansreserves, its L/C Interestsother liabilities or capital attributable thereto (other than (A) Taxes, the Letters of Credit or other amounts due it hereunder(B) Excluded Taxes, and (C) Other Taxes), or (ii) imposes or increases or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended byby any Bank, any Lender LC Issuer or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) including any reserve costs under Regulation D with respect to its Commitment, Loans, L/C Interests or the Letters of CreditEurocurrency liabilities (as defined in Regulation D)), or (iii) imposes any other condition the result of which is to increase the cost to any Lender Bank, any LC Issuer or any applicable Lending Installation of making, continuing, converting into, funding or maintaining its CommitmentCredit Extensions (including any participations in Facility LCs), the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender Bank, any LC Issuer or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, Credit Extensions (including any participations in Facility LCs) or requires any Lender Bank, any LC Issuer or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held its Outstanding Credit Exposure or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Bank or such LC Issuer, or (iv) affects the amount of capital or liquidity required or expected to be maintained by any Bank, any LC Issuer or any applicable Lending Installation or any corporation controlling any Bank or any LC Issuer and such Bank or such LC Issuer, as applicable, determines the result amount of capital or liquidity required is increased by or based upon the existence of this Agreement or its obligation to make Credit Extensions (including any participations in Facility LCs) hereunder or of the foregoing is to increase the cost to that Lender commitments of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreementtype, then, within fifteen upon presentation by the Agent, such Bank or such LC Issuer to the Company of a certificate (15as referred to in the immediately succeeding sentence of this Section 4.1) setting forth the basis for such determination and the additional amounts reasonably determined by the Agent, such Bank or such LC Issuer for the period of up to ninety (90) days after receipt by prior to the date on which such certificate is delivered to the Company and the Agent, to be sufficient to compensate the Agent, such Bank or any other Borrower such LC Issuer, as applicable, in light of written demand by such Lender pursuant to Section 4.5circumstances, the applicable Borrowers Company shall within thirty (30) days of such delivery of such certificate pay to the Agent for its own account or for the account of the Agent, such Lender that portion Bank or such LC Issuer, as applicable, the specified amounts set forth on such certificate. The Agent, affected Bank or LC Issuer, as applicable, shall deliver to the Company and the Agent a certificate setting forth the basis of the claim and specifying in reasonable detail the calculation of such increased expense incurred expense, which certificate shall be prima facie evidence as to such increase and such amounts. The Agent, an affected Bank or reduction LC Issuer, as applicable, may deliver more than one certificate to the Company during the term of this Agreement. In making the determinations contemplated by the above-referenced certificate, the Agent, any Bank and any LC Issuer may make such reasonable estimates, assumptions, allocations and the like that the Agent, such Bank or such LC Issuer, as applicable, in an amount received good faith determines to be appropriate, and the Agent’s, such Bank’s or such LC Issuer’s selection thereof in accordance with this Section 4.1 shall be conclusive and binding on the Company, absent manifest error. (b) No Bank or LC Issuer shall be entitled to demand compensation or be compensated hereunder to the extent that such compensation relates to any period of time more than ninety (90) days prior to the date upon which such Lender determines is attributable Bank or such LC Issuer, as applicable, first notified the Company of the occurrence of the event entitling such Bank or such LC Issuer, as applicable, to makingsuch compensation (unless, funding and maintaining its Loansto the extent, L/C Interests, Letters that any such compensation so demanded shall relate to the retroactive application of Credit and its Commitmentany event so notified to the Company).

Yield Protection. If 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) 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 application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, 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 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Commitment, Eurodollar Loans, its L/C Interests, the Letters of Credit Facility LCs or other amounts due it hereunderparticipations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Commitment, the Eurodollar Loans, the L/C Interests or the Letters of Credit issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation Issuer in connection with its CommitmentEurodollar Loans, Loans Facility LCs or Letters of Creditparticipations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of CommitmentEurodollar Loans, Loans Facility LCs or L/C Interests participations therein held or interest or LC Fees received by it or by reference to the Letters of Creditit, 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 that such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making, renewing making or maintaining its Commitment, Loans, L/C Interests, Eurodollar Loans or Letters Commitment or of Credit issuing or participating in Facility LCs or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the LC Issuer, as the case may be, the applicable Borrowers Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreceived.

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation of any taxes imposed on, or based on, or determined by reference to the overall net income of any Lender or taxation of a similar basisapplicable Lending Installation, which are governed by Section 2.14(Eincluding, without limitation, franchise taxes, alternative minimum taxes and any branch profits tax (collectively, "Excluded Taxes")), any taxes imposed on, or based on, or determined by reference to or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Loans or other amounts due it hereunder, orhereunder (except for Excluded Taxes), (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditRates), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Creditloans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests loans held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5Lender, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit Loans and its Commitment; provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender (i) if such Lender fails to comply with the requirements of Section 2.19 hereof or (2) to the extent that such Lender determines, in its sole reasonable discretion, that it can, after notice from the Borrower, through reasonable efforts, eliminate or reduce the amount of tax liabilities payable (without additional costs or expenses unless the Borrower agrees to bear such costs or expenses) or other disadvantages or risks (economic or otherwise) to such Lender or the Agent. If any Lender receives a refund in respect of any tax for which such Lender has received payment from the Borrower hereunder, such Lender shall promptly notify the Borrower of such refund and such Lender shall repay the amount of such refund to the Borrower, provided that the Borrower, upon the request of such Lender, agrees to return such refund (plus any penalties, interest or other charges) to such Lender in the event such Lender is required to repay such refund. The determination as to whether any Lender has received a refund shall be made by such Lender and such determination shall be conclusive absent manifest error.

Yield Protection. 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 a 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)14(d) below), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Advances or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate LoansAdvances) with respect to its Advances or Commitment, 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests Advances or the Letters of Credit Commitment or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Advances or the Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans Advances or L/C Interests Commitment held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, Advances or Letters of Credit Commitment or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.514(e), the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit Advances and its Commitment.

Yield Protection. If the adoption or change of any law LAW, rule, or any governmental change in the interpretation or quasi-governmental ruleadministration thereof by any GOVERNMENTAL AUTHORITY, regulationcentral bank, policyor comparable agency charged with the interpretation or administration thereof, guideline or compliance by the LENDER with any request or directive (whether or not having the force of law) adopted of any such GOVERNMENTAL AUTHORITY, central bank, or comparable agency or any REGULATORY CHANGE after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates CLOSING: (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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (ia) subjects any Lender or any applicable Lending Installation the LENDER to any tax, duty, or other charge or withholding on or from payments due from any Borrower (excluding taxation of with respect to the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E))LOAN, or changes the basis of taxation of payments any amounts payable to the LENDER under this AGREEMENT or otherwise with respect to any Lender OBLIGATIONS (other than taxes imposed on the overall net income of the LENDER by the jurisdiction in respect of which the LENDER has its Commitmentprincipal office); (b) imposes, Loansmodifies, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, special deposit, assessment, insurance chargecompulsory loan, special deposit or similar requirement against (other than the RESERVE REQUIREMENT utilized in the determination of the ADJUSTED LIBOR RATE) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit the LENDER, including the LOAN, extended by, any Lender by the LENDER hereunder or any applicable Lending Installation other OBLIGATIONS owing to the LENDER; or (other than reserves and assessments taken into account in determining c) imposes on the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests LENDER or the Letters of Credit, or (iii) imposes applicable interbank market any other condition the result of which is to increase the cost to any Lender affecting this AGREEMENT or any applicable Lending Installation OBLIGATION or any of making, funding such extensions of credit or maintaining its Commitment, the Loans, the L/C Interests liabilities or commitments or the Letters costs of Credit or reduces any amount receivable deposits maintained by any Lender the LENDER in obtaining funds to carry the LOAN or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lenderother OBLIGATIONS; and the result of any of the foregoing is to increase the cost to that Lender the LENDER of the making, renewing converting into, continuing, or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit participating in the LOAN or other OBLIGATIONS or to reduce any amount yield or sum received or receivable by the LENDER under this AgreementAGREEMENT with respect to any LOAN or other OBLIGATION, thenthen the BORROWERS, within fifteen (15) days after receipt by jointly and severally, agree to pay to the Company LENDER on demand such amount or any other Borrower of written demand by amounts as will compensate the LENDER for such Lender pursuant to Section 4.5increased cost or reduction. If the LENDER claims compensation under this Section, the applicable Borrowers LENDER shall pay furnish to the BORROWERS a statement setting forth the reason and the additional amount or amounts to be paid to the LENDER hereunder which shall be conclusive in the absence of manifest error. In determining such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to makingamount, funding the LENDER may use any reasonable averaging and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentattribution methods.

Yield Protection. If If, after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) 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 interpretation change therein, or application thereof by any Governmental Authority charged with change in the interpretation or application administration thereof, or the compliance of any Lender therewith, (i) subjects the Agent, any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding excluding, (x) in the case of the Agent and of each Lender, (1) United States federal taxation of the its overall net income income, and (2) taxes imposed on its overall net income, and franchise taxes imposed on it, by any jurisdiction outside of the United States of America or by the jurisdiction under the laws of which the Agent or such Lender (as the case may be) is organized or any political subdivision thereof or the jurisdiction in which the principal office of the Agent or such Lender (as the case may be) is located or taxation any political subdivision thereof, and, (y) in the case of a similar basiseach Lender, taxes imposed on its overall net income, and franchise taxes imposed on it, by the jurisdiction in which are governed by Section 2.14(E)its applicable Lending Installation is located or any political subdivision thereof), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Loans or Facility Letters of Credit (or participations therein) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Fixed Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests Loans or the Facility Letters of Credit (or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Facility Letters of CreditCredit (or participations therein), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests Facility Letters of Credit (or participations therein) held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5Lender, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is directly attributable to making, funding and maintaining its Loans, L/C Interests, Loans and Facility Letters of Credit (or participations therein) and its Commitment.

Yield Protection. If 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) 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 application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the compliance force of law) of any Lender therewith,such authority, central bank or comparable agency or any other Change: (i) subjects subject any Lender or any applicable Lending Installation the Administrative Agent to any tax, levy, impost, duty, charge charge, fee, deduction 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 basisnature with respect to this Agreement, which are governed by Section 2.14(E))the other Loan Documents, or changes the basis of taxation of payments to any Lender in respect of its such Lender's Commitment, Loans, its L/C Interests, the Letters a Facility Letter of Credit or the Loans (other amounts due it hereunderthan for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes), or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, impose on any Lender or Issuing Bank or the London interbank market any applicable Lending Installation other condition, cost or expense (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate LoansTaxes) with respect to its Commitment, Loans, L/C Interests affecting this Agreement or the Letters Loans made by such Lender or any Facility Letter of CreditCredit or participation therein, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the LIBOR Rate Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of CreditLIBOR Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of CreditLIBOR Rate Loans, by an amount deemed material by such Lender; Lender as the case may be, and the result of any of the foregoing is to increase the cost to that such Lender or applicable Lending Installation, as the case may be, of making, renewing making or maintaining its LIBOR Rate Loans or Revolving Commitment, Loansif any, L/C Interests, or Letters of Credit or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation in connection with such LIBOR Rate Loans or Revolving Commitment, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written a demand by such Lender pursuant to Section 4.5accompanied by reasonable evidence of the occurrence of the applicable event under clauses (i), (ii) or (iii) above, the applicable Borrowers Borrower shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreceived.

Yield Protection. If the adoption or change of any law LAW, rule, or any governmental change in the interpretation or quasi-governmental ruleadministration thereof by any GOVERNMENTAL AUTHORITY, regulationcentral bank, policyor comparable agency charged with the interpretation or administration thereof, guideline or compliance by any LENDER with any request or directive (whether or not having the force of law) adopted of any such GOVERNMENTAL AUTHORITY, central bank, or comparable agency or any REGULATORY CHANGE after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates CLOSING: (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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (ia) subjects any Lender or any applicable Lending Installation such LENDER to any tax, duty, or other charge with respect to any LOAN 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 2.14(E))NOTE, or changes the basis of taxation of payments any amounts payable to such LENDER under this AGREEMENT or any Lender NOTE in respect of any LOAN or otherwise with respect to any OBLIGATIONS (other than taxes imposed on the overall net income of such LENDER by the jurisdiction in which such LENDER has its Commitmentprincipal office); (b) imposes, Loansmodifies, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, special deposit, assessment, insurance chargecompulsory loan, special deposit or similar requirement against (other than the RESERVE REQUIREMENT utilized in the determination of the ADJUSTED LIBOR RATE) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, or credit such LENDER, including the applicable LOANS extended by, any Lender by such LENDER hereunder or any applicable Lending Installation other OBLIGATIONS owing to such LENDER; or (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loansc) with respect to its Commitment, Loans, L/C Interests imposes on such LENDER or the Letters of Credit, or (iii) imposes applicable interbank market any other condition the result of which is to increase the cost to any Lender affecting this AGREEMENT or any applicable Lending Installation NOTE or any OBLIGATION or any of making, funding such extensions of credit or maintaining its Commitment, the Loans, the L/C Interests liabilities or commitments or the Letters costs of Credit or reduces any amount receivable deposits maintained by any Lender LENDER in obtaining funds to carry any of the LOANS or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such LenderOBLIGATIONS; and the result of any of the foregoing is to increase the cost to that Lender such LENDER of the making, renewing converting into, continuing, or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit participating in any LOAN or to reduce any amount yield or sum received or receivable by such LENDER under this Agreement, then, within fifteen (15) days after receipt by the Company AGREEMENT or any NOTE with respect to any LOAN or other Borrower of written demand by such Lender pursuant to Section 4.5OBLIGATION, then the applicable Borrowers BORROWER shall pay to such Lender that portion of LENDER on demand such amount or amounts as will compensate such LENDER for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreduction.

Yield Protection. If If, on or after the Restatement 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) adopted after ), any change in the interpretation, promulgation, implementation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act regardless of the date of this Agreement enacted, adopted or issued and having general applicability to all banks within requests, rules, guidelines or directives promulgated by the jurisdiction in which such Lender operates (excluding, Bank for the avoidance of doubtInternational Settlements, the effect Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to Basel III, regardless of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement)adopted, issued, promulgated or any interpretation or application thereof implemented, by any Governmental Authority Authority, central bank or comparable agency charged with the interpretation or application thereof, administration thereof or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the compliance force of law) of any Lender therewith,such authority, central bank or comparable agency related to such new adoption, interpretation or decision (a “Regulatory Change”): (ia) subjects any Lender or any applicable Lending Installation or any LC Issuer to any tax, 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 2.14(E))Taxes, or changes the basis of taxation of payments (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (C) Connection Income Taxes) to any Lender or any LC Issuer in respect of its Commitment, Term SOFR Loans, its L/C Interests, the Letters of Credit Facility LCs or other amounts due it hereunder, orparticipations therein, (iib) imposes or imposes, increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditTerm SOFR Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Commitment, the Term SOFR Loans, the L/C Interests or the Letters of Credit issuing or participating in Facility LCs, reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with its CommitmentTerm SOFR Loans, Loans Facility LCs or Letters of Creditparticipations therein, or requires any Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of CommitmentTerm SOFR Loans, Loans Facility LCs or L/C Interests participations therein held or interest or LC Fees received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Lender or such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to that such Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making, renewing making or maintaining its Commitment, Loans, L/C Interests, Term SOFR Loans or Letters Commitment or of Credit issuing or participating in Facility LCs or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Term SOFR Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or such LC Issuer, as the case may be, the applicable Borrowers Borrower shall pay such Lender that portion of or such LC Issuer, as the case may be, such additional amounts as will compensate such Lender or such LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreceived.

Yield Protection. If (a) If, on or after the date hereof, the adoption of any law applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or quasi-governmental rulecomparable agency charged with the interpretation or administration thereof, regulation, policy, guideline or compliance by any Lender (or its Lending Office) with any request 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,such authority, central bank or comparable agency: (i) subjects shall subject any Lender (or any applicable its Lending Installation Office) to any tax, dutyduty or other charge with respect to its Eurodollar Loans, charge or withholding on or from payments due from any Borrower (excluding taxation its Notes, its Letter(s) of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E))Credit, or changes 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 shall change the basis of taxation of payments to any Lender (or its Lending Office) of the principal of or interest on its Eurodollar Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its Commitment, Eurodollar Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its L/C Interestsobligation to make Eurodollar Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the Letters rate of Credit tax on the overall net income of such Lender or other amounts due it hereunder, its Lending Office imposed by the jurisdiction in which such Lender’s principal executive office or Lending Office is located); or (ii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or shall impose on any applicable Lender (or its Lending Installation (other than reserves and assessments taken into account in determining Office) or on the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, or (iii) imposes interbank market any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining affecting its Commitment, the Eurodollar Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its CommitmentNotes, Loans or Letters its Letter(s) of Credit, or requires its participation in any Lender thereof, any Reimbursement Obligation owed to it, or any applicable Lending Installation its obligation to make any payment calculated by reference Eurodollar Loans, or to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters issue a Letter of Credit, by an amount deemed material by such Lenderor to participate therein; and the result of any of the foregoing is to increase the cost to that such Lender (or its Lending Office) of making, renewing making or maintaining its Commitmentany Eurodollar Loan, Loans, L/C Interestsissuing or maintaining a Letter of Credit, or Letters of Credit participating therein, or to reduce the amount of any amount sum received or receivable by such Lender (or its Lending Office) under this AgreementAgreement or under any other Loan Document with respect thereto, by an amount deemed by such Lender to be material, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant (with a copy to Section 4.5the Agent), the applicable Borrowers Borrower shall be obligated to pay to such Lender that portion of such additional amount or amounts as will compensate such Lender for such increased expense incurred cost or reduction reduction. (b) If, after the date hereof, any Lender or the Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in an amount received the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has had the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender determines is attributable 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 makingcapital adequacy) by an amount deemed by such Lender to be material, funding then from time to time, within 15 days after demand by such Lender (with a copy to the Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (c) A certificate of a Lender claiming compensation under this Section 8.4 and maintaining its Loanssetting forth the additional amount or amounts to be paid to it hereunder shall be presumptively correct, L/C Interestsabsent manifest error. In determining such amount, Letters of Credit such Lender may use any reasonable averaging and its Commitmentattribution methods.

Yield Protection. 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 the relevant Lender became a party to 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (iA) subjects any Lender or any applicable Lending Installation to any tax, 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 2.14(E), and excluding any other taxes for which such Lender has been reimbursed by the Borrowers), or changes the basis of taxation of payments to any Lender in respect of its Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Revolving Loan Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of its Revolving Loan Commitment, Loans or the L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, Interests or Letters of Credit Credit, or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers Company shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any taxTaxes, dutyduties, charge charges or withholding withholdings 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 2.14(E))Borrowers, or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, Interests or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower Borrowers of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its CommitmentCommitments.

Yield Protection. If If, on or after the Effective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) 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 application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application thereofadministration thereof or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) made after the Effective Date: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer or the Agent to any tax, 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 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer or the Agent in respect of its Commitment, Eurodollar Loans, its L/C Interests, the Letters of Credit Facility LCs or other amounts due it hereunderparticipations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding funding, converting to, continuing or maintaining its Commitment, the Eurodollar Loans, the L/C Interests or the Letters of Credit issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its CommitmentEurodollar Loans, Loans Facility LCs or Letters of Creditparticipations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of CommitmentEurodollar Loans, Loans Facility LCs or L/C Interests participations therein held or interest or LC Fees received by it or by reference to the Letters of Creditit, 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 that such Lender or applicable Lending Installation or the LC Issuer or the Agent, as the case may be, of making, renewing converting to, continuing or maintaining its Commitment, Loans, L/C Interests, Eurodollar Loans or Letters Commitment or of Credit issuing or participating in Facility LCs or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the LC Issuer or the Agent, as the case may be, the applicable Borrowers Borrower shall pay such Lender that portion of or the LC Issuer or the Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer or the Agent, as the case may be, for such increased expense incurred cost or reduction in an amount received which received. Notwithstanding anything to the contrary in this Section 3.1, the Borrower shall not be required to compensate a Lender pursuant to this Section 3.1 for any amounts incurred more than nine months prior to the date that such Lender determines is attributable notifies the Borrower of such Lender’s intention to makingclaim compensation therefore; and provided that, funding if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 3.1, it shall promptly notify the Borrower (with a copy to the Agent) of the event by reason of which it has become so entitled and maintaining its Loansshall include in such notice a calculation of such additional amounts in reasonable detail. Notwithstanding anything herein to the contrary, L/C Interests(i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, Letters rules, guidelines, requirements or directives thereunder or issued in connection therewith (whether or not having the force of Credit law) or in implementation thereof, and its Commitment(ii) all requests, rules, regulations, guidelines, interpretations, requirements, interpretations and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case pursuant to Basel III, shall, in each case, be deemed to be Change, regardless of the date enacted, adopted, issued or implemented.

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender (each reference in this Section 3.1 to a Lender ----------- being in its capacity as a Lender or an Issuing Lender, or all of the foregoing) or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower of the Borrowers (excluding taxation imposed by the United States of America or any Governmental Authority of the jurisdiction under the laws of which such Lender is organized, on the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, orprovided however that this clause (i) shall not apply with respect ---------- to any Taxes to which Section 2.10(E) applies, or ---------------- (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation with respect to its Eurodollar Loans, Korean Eurodollar Loans, Korean Won Loans, L/C Interests or the Letters of Credit (other than reserves and assessments taken into account in determining calculating the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditKorean Eurodollar Rate), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitmentthe Eurodollar Loans, the Korean Eurodollar Loans, Korean Won Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its CommitmentEurodollar Loans, Korean Eurodollar Loans, Korean Won Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, Interests or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.53.5, the applicable Borrowers Company shall pay or cause the appropriate Subsidiary to pay ------------ such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitment.

Yield Protection. If If, on or after the Effective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) 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 application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application thereofadministration thereof or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) made after the Effective Date: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Commitment, Eurodollar Loans, its L/C Interests, the Letters of Credit Facility LCs or other amounts due it hereunderparticipations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding funding, converting to, continuing or maintaining its Commitment, the Eurodollar Loans, the L/C Interests or the Letters of Credit issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its CommitmentEurodollar Loans, Loans Facility LCs or Letters of Creditparticipations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of CommitmentEurodollar Loans, Loans Facility LCs or L/C Interests participations therein held or interest or LC Fees received by it or by reference to the Letters of Creditit, 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 that such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making, renewing converting to, continuing or maintaining its Commitment, Loans, L/C Interests, Eurodollar Loans or Letters Commitment or of Credit issuing or participating in Facility LCs or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the LC Issuer, as the case may be, the applicable Borrowers Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which received. Notwithstanding anything to the contrary in this Section 3.1, the Borrower shall not be required to compensate a Lender pursuant to this Section 3.1 for any amounts incurred more than six months prior to the date that such Lender determines is attributable notifies the Borrower of such Lender’s intention to makingclaim compensation therefore; and provided that, funding if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 3.1, it shall promptly notify the Borrower (with a copy to the Agent) of the event by reason of which it has become so entitled and maintaining its Loansshall include in such notice a calculation of such additional amounts in reasonable detail. Notwithstanding anything herein to the contrary, L/C Interests(i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, Letters rules, guidelines, requirements or directives thereunder or issued in connection therewith (whether or not having the force of Credit law) or in implementation thereof, and its Commitment(ii) all requests, rules, regulations, guidelines, interpretations, requirements, interpretations and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case pursuant to Basel III, shall, in each case, be deemed to be Change, regardless of the date enacted, adopted, issued or implemented.

Yield Protection. If 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) 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 interpretation change in the interpretation, promulgation, implementation or application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application thereofadministration thereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or compliance by any Bank or applicable Lending Installation or any Issuing Bank with any request or directive (whether or not having the compliance force of law) of any Lender therewith,such authority, central bank or comparable agency: (ia) subjects any Lender Bank or any applicable Lending Installation or any Issuing Bank to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender Bank or any Issuing Bank in respect of its Commitment, LIBOR Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunderparticipations therein, or (iib) imposes impose or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Bank or any applicable Lending Installation or any Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate advances under LIBOR Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender Bank or any applicable Lending Installation or any Issuing Bank of making, funding or maintaining its Commitment, the Loans, the L/C Interests LIBOR Loans or the of issuing or participating in Letters of Credit Credit, or reduces any amount receivable by any Lender Bank or any applicable Lending Installation or any Issuing Bank in connection with its CommitmentLIBOR Loans, Loans or Letters of CreditCredit or participations therein, or requires any Lender Bank or any applicable Lending Installation or any Issuing Bank to make any payment calculated by reference to the amount of CommitmentLIBOR Loans, Loans Letters of Credit or L/C Interests participations therein held or interest or Letter of Credit Fees received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Bank or such Issuing Bank as the case may be, and the result of any of the foregoing is to increase the cost to that Lender such Bank or applicable Lending Installation or Issuing Bank, as the case may be, of making, renewing making or maintaining its Commitment, Loans, L/C Interests, LIBOR Loans or Commitment or of issuing or participating in Letters of Credit or to reduce any amount the return received under this Agreementby such Bank or applicable Lending Installation or Issuing Bank, as the case may be, in connection with such LIBOR Loans or Commitment, Letters of Credit or participations therein, then, within fifteen (15) 30 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5Bank or such Issuing Bank, as the case may be, the applicable Borrowers Borrower shall pay such Lender that portion of Bank or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Bank or such Issuing Bank, as the case may be, for such increased expense incurred cost or reduction in an amount received (the “Yield Protection Payment”), so long as such amounts have accrued on or after the date on which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its CommitmentBank or Issuing Bank first made demand therefor.

Yield Protection. If any law or any governmental or quasi-governmental 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E2.14(e)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Loans or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Commitment or 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests Commitment or the Letters of Credit Loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans Commitment or Letters of CreditLoans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Commitment or Loans or L/C Interests held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, Commitment or Letters of Credit Loans or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit Loans and its Commitment.

Yield Protection. If (a) The Owner Trustee shall pay ---------------- directly to each holder of a Series A Certificate from time to time promptly after demand therefor such amounts as such holder determines to be necessary to compensate it for any costs which are attributable to its making of the loan evidenced by, or its maintaining of, any Series A Certificate or the funding arrangements in respect thereof (including, without limitation, any interest rate swap transaction), or any reduction in any amount receivable by such holder hereunder in respect of any thereof resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such holder under this Indenture, its Certificates or any of the other Operative Agreements in respect of any of such Certificates or such funding arrangements (other than taxes imposed on or measured by the overall net income of such holder or of its Lending Office by the jurisdiction in which such holder has its principal office or its Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such holder; or (iii) imposes any other condition affecting this Indenture, its Certificates (or any funding arrangements in respect thereof) or the other Operative Agreements. (b) Without limiting the effect of the foregoing provisions of this Section 2.14 (but without duplication), the Owner Trustee shall pay directly to each holder of a Series A Certificate from time to time promptly after demand therefor such TRUST INDENTURE amounts as such holder determines to be necessary to compensate such holder (or, without duplication, the bank holding company of which such holder is a subsidiary) for any costs which are attributable to the maintenance by such holder (or its Lending Office or such bank holding company); pursuant to any applicable law or regulation or any governmental interpretation, directive or quasi-governmental rule, regulation, policy, guideline or directive request (whether or not having the force of law) adopted of any court or governmental or monetary authority following any Regulatory Change, of capital in respect of its Certificates, or the funding arrangements in respect thereof (including, without limitation, any interest rate swap transaction) (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such holder (or its Lending Office or such bank holding company) to a level below that which such holder (or its Lending Office or such bank holding company) could have achieved but for such Regulatory Change). (c) Each holder of a Series A Certificate will notify the Owner Trustee of any event occurring after the date of this Agreement Indenture that will entitle such holder to compensation under paragraph (a) or (b) of this Section 2.14 as promptly as practicable, but in any event within 45 days, after such holder obtains actual knowledge thereof; provided, however, that if any such -------- ------- holder fails to give such notice within 45 days after it obtains actual knowledge of such an event, such holder shall, with respect to compensation payable pursuant to this Section 2.14 in respect of any costs resulting from such event, only be entitled to payment under this Section 2.14 for costs incurred from and having general applicability to all banks within after 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 date 45 days prior to the date that such holder does give such notice; and provided, further, that each holder will designate a -------- ------- different Lending Office for the Loan Certificates of such holder affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such holder, be disadvantageous to such holder. Each holder will furnish to the Owner Trustee a certificate setting forth the basis and amount of each request by such holder for compensation under paragraph (a) or (b) for purposes of this Agreement), or any interpretation or application thereof Section 2.14. Determinations and allocations by any Governmental Authority charged with holder for purposes of this Section 2.14 of the interpretation or application thereof, or the compliance effect of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, 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 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender Regulatory Change pursuant to Section 4.52.14(a) hereof, or of the applicable Borrowers effect of capital maintained pursuant to Section 2.14(b) hereof, and of the amounts required to compensate such holder under this Section 2.14, shall pay be conclusive, provided that such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding determinations and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentallocations are made on a reasonable basis. TRUST INDENTURE 44 SECTION 2.15. (Intentionally omitted.)

Yield Protection. 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 June 24, 1998 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 AgreementJune 24, 1998), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) to the extent not otherwise covered pursuant to the provisions of SECTION 2.12(E), subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation excluding, in the case of each Lender and the Agent, such taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by such Lender's or Agent's, as the case may be, income by the United States of America or any Governmental Authority of the overall net income jurisdiction under the laws of any which such Lender or taxation of a similar basisAgent, which are governed by Section 2.14(E)as the case may be, is organized ), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, Interests or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, SECTION 4.5 the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitment.

Yield Protection. If 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) 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 application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the compliance force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation to any tax, 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 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Commitment, LIBOR Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Fixed Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditBorrowings), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Fixed Rate Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of CreditFixed Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Fixed Rate Loans or L/C Interests held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Lender as the case may be, and the result of any of the foregoing is to increase the cost to that such Lender or applicable Lending Installation, as the case may be, of making, renewing making or maintaining its Commitment, Loans, L/C Interests, Fixed Rate Loans or Letters of Credit Commitment or to reduce any amount received under this Agreementthe return receivable by such Lender or applicable Lending Installation, as the case may be, in connection with such Fixed Rate Loans, Commitment or participations therein, then, within fifteen (15) 30 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5Lender, the applicable Borrowers Borrower shall pay such Lender, such additional amount or amounts as will compensate such Lender that portion of for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreceivable.

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender (each reference in this Section 3.1 to a Lender being in its capacity as a Lender, Alternate Currency Lender, Swing Line Lender or an Issuing Lender, or all of the foregoing) or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower either of the Borrowers (excluding taxation imposed by the United States of America or any Governmental Authority of the jurisdiction under the laws of which such Lender is organized, on the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, provided however that this clause (i) shall not apply with respect to any Taxes to which Section 2.14(E) applies, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation with respect to its Eurocurrency Rate Loans, Alternate Currency Loans, L/C Interests or the Letters of Credit (other than reserves and assessments taken into account in determining calculating the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditEurocurrency Rate), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitmentthe Eurocurrency Rate Loans, the Alternate Currency Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitment.of

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (iA) subjects any Lender or any applicable Lending Installation to any tax, 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 2.14(E)), ---------------- or changes the basis of taxation of payments to any Lender in respect of its Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Revolving Loan Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of its Revolving Loan Commitment, Loans or the L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other applicable Borrower of written demand by such Lender pursuant to Section 4.5, the ----------- applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment. Each Lender shall notify the Borrower and the Administrative Agent at any time after the occurrence of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 4.1; provided, ----------- -------- however, in no event shall the Borrowers be liable hereunder for any ------- compensation to such Lender for any claim arising more than ninety (90) days prior to such notification (with such ninety (90) day period to be extended to cover any period of retroactivity for any such event).

Yield Protection. If 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) 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 application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application administration thereof, or compliance by the compliance Issuer, any other Lender or any applicable Lending Installation with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects the Issuer, any other Lender or any applicable Lending Installation to any tax, 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 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to the Issuer in respect of Letters of Credit or to any Lender in respect of its Commitment, Loans, Eurodollar Loans or its L/C Interests, the participations in Letters of Credit Credit, or other amounts due it hereunder, or27 ________________________________________________________________________________________________________ (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Issuer, any other Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iii) imposes any other condition the result of which is to increase the cost to the Issuer, any other Lender or any applicable Lending Installation of issuing or participating in Letters of Credit or making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit Eurodollar Loans or reduces any amount receivable by the Issuer, any other Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of CreditCredit or its Eurodollar Loans, or requires the Issuer, any other Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of CommitmentLetters of Credit issued by it, the amount of its participations in Letters of Credit or the amount of Eurodollar Loans or L/C Interests held or interest received by it or by reference to the Letters of Creditit, in each case by an amount deemed material by the Issuer or such other Lender; , and the result of any of the foregoing is to increase the cost to that the Issuer, such other Lender or such applicable Lending Installation of making, renewing issuing or maintaining its Commitment, Loans, L/C Interests, or participating in Letters of Credit or making or maintaining its Eurodollar Loans or Commitment or to reduce any amount the return received under this Agreementby the Issuer, such other Lender or such applicable Lending Installation in connection with such issuing or participating in Letters of Credit or its Eurodollar Loans or Commitment, then, within fifteen (15) 15 days after receipt of demand by the Company Issuer or any such other Borrower of written demand by such Lender pursuant to Section 4.5Lender, the applicable Borrowers Borrower (or, if any of the foregoing is not attributable or allocable to a particular Borrower, PHI) shall pay the Issuer or such other Lender such additional amount or amounts as will compensate the Issuer or such Lender that portion of for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreceived.

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,the Lenders with such: (i) subjects any Lender or any applicable Lending Installation of the Lenders to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)the Lenders), or changes the basis of taxation of payments to any such Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit loans or Advances or other amounts due it hereunder, ; or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation of the Lenders (other than reserves and assessments the Reserve Requirement, to the extent it is taken into account in determining the interest rate applicable to Eurodollar LIBOR Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, Advances); or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests loans or the Advances hereunder or issuing Letters of Credit or maintaining participations therein or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitmentsuch loans, Loans Advances or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests loans held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; or (iv) affects the amount of capital required or expected to be maintained by any Lender or any corporation controlling any Lender and such Lender determines the result amount of any capital required is increased by or based upon the existence of the foregoing is this Agreement or its obligation to increase the cost to that Lender of making, renewing make loans or maintaining its Commitment, Loans, L/C Interests, Advances or issue Letters of Credit hereunder or to reduce any amount received under of commitments of this Agreement, type; then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5Lender, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred (including, in the case of the preceding clause (iv), any reduction in the rate of return on capital to an amount below that which such Lender could have achieved but for such change in regulation after taking into account such Lender's policies as to capital adequacy) or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit loans and its CommitmentAdvances hereunder.

Yield Protection. (a) 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 interpretation or application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the compliance force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or any Issuer to any tax, 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 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any Issuer in respect of its Commitment, Eurodollar Loans, its L/C Interests, the Letters of Credit Facility LCs or other amounts due it hereunderparticipations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or any Issuer of making, funding or maintaining its Commitment, the Eurodollar Loans, the L/C Interests or the Letters of Credit issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any Issuer in connection with its CommitmentEurodollar Loans, Loans Facility LCs or Letters of Creditparticipations therein, or requires any Lender or any applicable Lending Installation or any Issuer to make any payment calculated by reference to the amount of CommitmentEurodollar Loans, Loans Facility LCs or L/C Interests participations therein held or interest or LC Fees received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Lender or any Issuer as the case may be, and the result of any of the foregoing is to increase the cost to that such Lender or applicable Lending Installation or such Issuer, as the case may be, of making, renewing making or maintaining its Eurodollar Loans, Commitment, Loans, L/C Interests, or Letters of Credit issuing or participating in Facility LCs or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation or such Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 30 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or such Issuer, as the case may be, the applicable Borrowers Borrower shall pay such Lender that portion of or such Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which received. A Lender claiming compensation under this section shall notify the Borrower in writing of such claim, and shall only be entitled to compensation under this Section 3.1 for increased costs occurring (A) from and after the date of such notice until the events giving rise to such claim have ceased to exist, and (B) during the one hundred twenty (120) day period preceding the date the Borrower receives notice from Agent or such Lender determines is attributable setting forth the described claim for compensation. (b) Borrower may, if obligated to makingmake a payment under this Section 3.1, funding and maintaining require the Lender(s) collecting such payment to (i) to the extent reasonably possible, change its LoansLending Installation to a different location so as to minimize such payment obligation, L/C Interestsso long as such designation would not, Letters in the judgment of Credit and such Lender, result in an increase in costs to such Lender or would otherwise be disadvantageous to such Lender, or (ii) sell its Commitmentinterests herein to a Lender or other Person reasonably satisfactory to Agent in accordance with Section 12.3.

Yield Protection. 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 Change 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,Law: (i) subjects any Lender or Lender, any applicable Lending Installation Installation, any Issuing Bank or the Administrative Agent to any taxtaxes, dutyduties, charge levies, imposts, deductions, assessments, fees, charges or withholding withholdings, and any and all liabilities with respect to the foregoing, on or from payments due from any Borrower (excluding taxation its loans, loan principal, letters of the overall net income of any Lender or taxation of a similar basiscredit, which are governed by Section 2.14(E))commitments, or changes the basis of taxation of payments to any Lender in respect of other obligations, or its Commitmentdeposits, Loansreserves, its L/C Interestsother liabilities or capital attributable thereto (other than (A) Taxes, the Letters of Credit (B) Excluded Taxes or other amounts due it hereunder(C) Other Taxes), or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or any Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any Issuing Bank of making, funding or maintaining its Commitment, the Loans, the Loans or L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or any Issuing Bank in connection with its Commitment, Loans or Letters of CreditL/C Interests, or requires any Lender or Lender, any applicable Lending Installation or any Issuing Bank to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Lender or such Issuing Bank, as the case may be, and the result of any of the foregoing is to increase the cost to that Lender such Lender, applicable Lending Installation, such Issuing Bank or the Administrative Agent of making, renewing making or maintaining its Commitment, Loans, L/C Interests, Interests or Letters of Credit Revolving Loan Commitment or to reduce any amount the return received under this Agreementby such Lender, applicable Lending Installation, such Issuing Bank or the Administrative Agent in connection with such Loans, L/C Interests or Revolving Loan Commitment, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5Person, the applicable Borrowers Borrower shall pay such Lender that portion of Person such additional amount or amounts as will compensate such Person for such increased expense incurred cost or reduction in an amount received received. Notwithstanding the foregoing provisions of this Section 4.1, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.1 within ninety (90) days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is ninety (90) days before the date on which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters notifies the Borrower of Credit and its Commitmentsuch event or circumstance.

Yield Protection. If (a) If, on or after the Closing Date, the adoption of any law applicable law, rule or regulation, or any governmental change therein, or quasi-governmental ruleany change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, regulation, policy, guideline or compliance by any Lender (or its Lending Office) with any request 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,such Governmental Authority: (i) subjects shall subject any Lender (or any applicable its Lending Installation Office) to any tax, duty, charge or withholding on or from payments due from any Borrower Taxes (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by other than (A) Indemnified Taxes and Other Taxes indemnifiable under Section 2.14(E)10.1 and (B) Excluded Taxes), or changes the basis of taxation of payments with respect to any Lender in respect of its Commitment, Eurodollar Loans, its L/C Interestsobligation to make Eurodollar Loans, the Letters of Credit or its deposits, reserves or other amounts due it hereunder, liabilities or capital attributable to any of the foregoing; or (ii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or shall impose on any applicable Lender (or its Lending Installation (other than reserves and assessments taken into account in determining Office) or on the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, or (iii) imposes interbank market any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining affecting its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Eurodollar Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation its obligation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such LenderEurodollar Loans; and the result of any of the foregoing is to increase the cost to that such Lender (or its Lending Office) of making, renewing making or maintaining its Commitmentany Eurodollar Loan, Loans, L/C Interests, or Letters of Credit or to reduce the amount of any amount sum received or receivable by such Lender (or its Lending Office) under this AgreementAgreement or under any other Loan Document with respect thereto, by an amount deemed by such Lender to be material, then, within fifteen (15) 30 days after receipt by the Company or any other Borrower of written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 4.58.4(a) for any increased costs or reductions suffered more than one hundred and eighty (180) days prior to the date that Lender notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (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 or the Administrative Agent shall have determined that the adoption of any applicable Borrowers shall pay 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 any corporation controlling such Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority has had the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that portion of such increased expense incurred or reduction in an amount received which such Lender determines 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 or liquidity) by an amount deemed by such Lender to be material, then from time to time, within 30 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction; provided that the Borrower shall not be required to compensate a Lender 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 notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is attributable retroactive, then the 180-day period referred to makingabove shall be extended to include such period of retroactive effect). (c) Notwithstanding anything herein to the contrary, funding (i) all requests, rules, guidelines, requirements and maintaining its Loansdirectives promulgated by the Bank for International Settlements, L/C Intereststhe Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, Letters 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 Credit 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 claiming compensation under this Section 8.4 shall only be entitled to reimbursement by the Borrower (i) if such Lender has delivered to Borrower a certificate claiming compensation under this Section 8.4 and its Commitmentsetting 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 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 in exercising any right or power pursuant to this Section 8.4 shall operate as a waiver thereof.

Yield Protection. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law, but excluding those that are merely proposed and not in effect) adopted after the Closing Date (or with respect to any Lender, if later, the date of this Agreement on which such Lender becomes a Lender) and having general applicability to all banks (or a Lender’s holding company or applicable Lending Installation for purposes of this Agreement) 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 Closing Date (or with respect to any Lender, if later, the date of this Agreementon which such Lender becomes a Lender)), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewiththerewith (any of the foregoing, a “Change in Law”; provided, however, that notwithstanding anything herein to the contrary, except to the extent they are merely proposed and not in effect, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith by any Governmental Authority charged with the interpretation or application thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued to the extent having general applicability to all banks (or a Lender’s holding company or applicable Lending Installation for purposes of this Agreement) within the jurisdiction in which the applicable Lender (or its holding company or such Lending Installation) operates), (i) subjects the Global Administrative Agent, any Lender or any applicable Lending Installation to any taxTaxes on its loans, dutyloan principal, charge or withholding on or from payments due from any Borrower (excluding taxation letters of the overall net income of any Lender or taxation of a similar basiscredit, which are governed by Section 2.14(E))commitments, or changes the basis of taxation of payments to any Lender in respect of other obligations, or its Commitmentdeposits, Loansreserves, its L/C Interestsother liabilities or capital attributable thereto (other than (A) Indemnified Taxes, the Letters of Credit or other amounts due it hereunder(B) Excluded Taxes, orand (C) Other Taxes), (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Fixed Rate 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit Fixed Rate Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of CreditFixed Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest or fee received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender Person of making, renewing or maintaining its Commitment, Loans, L/C Interests, Commitment or Letters of Credit Loans or to reduce any amount received under this Agreement, then, within fifteen (15) 30 days after receipt by the Company or any other relevant Borrower of written demand by such Lender Person pursuant to Section 4.53.6, the applicable Borrowers such Borrower shall pay such Lender Person that portion of such increased expense incurred or reduction in an amount received which such Lender Person determines is attributable necessary to making, funding compensate such Person for such additional costs incurred or reduction suffered as reasonably determined by such Person (which determination shall be made in good faith (and maintaining its Loans, L/C Interests, Letters not on an arbitrary or capricious basis) and consistent with similarly situated customers of Credit and its Commitmentsuch Person under agreements having provisions similar to this Section 3.1 after consideration of such factors as such Person then reasonably determines to be relevant).

Yield Protection. If Except for changes addressed in Subsection 2.5(f), if any law Governmental Rule issued after the Closing Date or if any governmental change on or quasi-governmental ruleafter the Closing Date in any Governmental Rule (including, regulationwithout limitation, policy, guideline Regulation D) or directive the interpretation or application thereof by any Governmental Person charged with the administration thereof (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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,): (iA) subjects any Lender Bank, its Lending Office or any applicable Lending Installation the Issuing Bank to any tax, duty, charge levy, impost, charge, fee, deduction or withholding of any kind hereunder (other than (x) a tax, including, without limitation, a branch tax, imposed or based upon the income of such Bank, its Lending Office or the Issuing Bank and (y) any franchise tax imposed on such Bank, its Lending Office or from payments due from any Borrower (excluding taxation the Issuing Bank by the laws of the overall net income of jurisdiction under which such Bank, such Lending Office or the Issuing Bank is organized or any Lender or taxation of a similar basis, which are governed by Section 2.14(E)), political subdivision thereof) or changes the basis of taxation of payments to any Lender in respect of its Commitment, LoansBank, its L/C InterestsLending Office or the Issuing Bank with respect to the payments by the Borrower of principal or interest due hereunder (other than any change which affects, and to the extent that it affects, the Letters taxation by the United States or any state thereof of Credit the total net income of such Bank or other amounts due it hereunder, orthe Issuing Bank); (iiB) imposes or increases imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement requirements against assets of, deposits with or for the account of, or credit extended byextended, any Lender commitments to lend or any applicable Letters of Credit issued or participations purchased therein by any Bank, its Lending Installation Office, the Issuing Bank or any corporation controlling such Bank or the Issuing Bank (other than reserves and assessments taken into account such requirements which are included in determining the applicable rate or rates of interest rate applicable to Eurodollar Rate Loanshereunder); or (C) imposes upon any Bank, its Lending Office or the Issuing Bank any other obligation or condition with respect to its Commitmentthis Credit Agreement, 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any all of the foregoing is to increase the cost to that Lender such Bank, its Lending Office, the Issuing Bank or any corporation controlling such Bank or the Issuing Bank, of makingmaking the Loans, renewing or maintaining its extending the Revolving Credit Commitment, Loans, L/C Interests, or Letters issuing any Letter of Credit or to making or maintaining any participation in any Letter of Credit, reduce any amount received the net after-tax income receivable by such Bank, its Lending Office or the Issuing Bank from payments under this AgreementCredit Agreement or impose any expense upon any Bank, thenits Lending Office, within fifteen the Issuing Bank or any corporation controlling such Bank, reduce the rate of return on the capital of such Bank, its Lending Office, the Issuing Bank or any corporation controlling such Bank by an amount which such Bank or the Issuing Bank in good fait▇ ▇▇▇▇▇ ▇▇▇erial, (15A) days after receipt the Bank or the Issuing Bank so affected shall promptly notify the Borrower and the Agent of the happening of such event; and of the amount determined by such Bank, its Lending Office or the Issuing Bank (which determination shall be prima facie evidence of the amount owed by the Company Borrower to such Bank) to be necessary to compensate such Bank or the Issuing Bank for such increase in cost, reduction in net after tax-income or additional expense; (B) the Borrower shall pay to the affected Bank or the Issuing Bank, on demand, as additional interest on the Loans or draws under any other Borrower Letter of written demand Credit, such amount as will compensate such Bank or the Issuing Bank for such additional cost or expense or reduced amount, calculated from the date of the notification by such Lender pursuant Bank or the Issuing Bank; and (C) the Borrower may pay to Section 4.5, such affected Bank or the applicable Borrowers shall pay such Lender that portion Issuing Bank the affected Loan or draw under any Letter of Credit in full without the payment of any additional amount other than on account of such increased expense incurred Bank's or reduction the Issuing Bank's out-of-pocket losses (including funding losses, if any, as provided in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentparagraph (ii) below) not otherwise provided for in subparagraph (B) immediately above.

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender (each reference in this Section 3.1 to a Lender being in its capacity as a Lender, Alternate Currency Lender or an Issuing Lender, or all of the foregoing) or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower of the Borrowers (excluding taxation imposed by the United States of America or any Governmental Authority of the jurisdiction under the laws of which such Lender is organized, on the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, provided however that this clause (i) shall not apply with respect to any Taxes to which Section 2.15(E) applies, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation with respect to its Eurocurrency Rate Loans, Alternate Currency Loans, L/C Interests or the Letters of Credit (other than reserves and assessments taken into account in determining calculating the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditEurocurrency Rate), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitmentthe Eurocurrency Rate Loans, the Alternate Currency Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its CommitmentEurocurrency Rate Loans, Alternate Currency Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, Interests or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower Brightpoint of written demand by such Lender pursuant to Section 4.53.5, Brightpoint shall pay or cause the applicable Borrowers shall appropriate Subsidiary to pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. (a) If after the Effective Date, the adoption of any law Law or bank regulatory guideline or any governmental amendment or quasi-governmental rulechange in the administration, 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 interpretation or application thereof of any existing or future Law or bank regulatory guideline by any Governmental Authority charged with the administration, interpretation or application thereof, or the compliance with any directive of any Lender therewith,Governmental Authority (in the case of any bank regulatory guideline, whether or not having the force of Law): (i) subjects any Lender shall impose, modify or any applicable Lending Installation to any tax, 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 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Lender Indemnified Party or shall impose on any applicable Lending Installation Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other similar condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Offered Notes, or payments of amounts due hereunder or its obligation to advance funds hereunder or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Offered Notes; or (ii) imposes upon any Indemnified Party any other than reserves condition or expense (including any loss of margin, reasonable attorneys' fees and assessments taken into account expenses, and expenses of litigation or preparation therefor in determining contesting any of the interest rate applicable to Eurodollar Rate Loansforegoing) with respect to its Commitmentthis Agreement, Loansthe other Transaction Documents, L/C Interests the ownership, maintenance or financing of the Letters of CreditOffered Notes, or (iii) imposes any , other condition the result than Excluded Taxes, payments of which is amounts due hereunder or its obligation to increase the cost to any Lender advance funds hereunder or any applicable Lending Installation otherwise in respect of making, funding or maintaining its Commitmentthis Agreement, the Loansother Transaction Documents, the L/C Interests ownership, maintenance or financing of the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its CommitmentOffered Notes, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce the amount of any amount sum received under or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Offered Notes, the Receivables, the obligations hereunder, the funding of any purchases hereunder by an amount deemed by such Indemnified Party to be material, then, within fifteen (15) days on the next succeeding Distribution Date after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5Indemnified Party, the applicable Borrowers Transferor shall pay to such Lender that portion of Investor such additional amount or amounts as will compensate such Indemnified Party for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreduction.

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) , subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation any taxes covered by the provisions of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E2.15(e)), or changes the basis of taxation of payments to any Lender (other than changes in the rate of taxation on the overall net income of such Lender) in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) or imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, or (iii) or imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender reasonably determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitment; provided however that the Company shall not be liable under this Section 4.1 for the payment of any such amounts incurred or accrued more than 180 days prior to the date on which notice of the event or occurrence giving rise to the obligation to make such payment is given to the Company hereunder; provided further that if the event or occurrence giving rise to such obligation is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof; provided further that (1) if the Company objects in good faith to any payment demanded under this Section 4.1 on or before the date such payment is due, then the Company and the Lender demanding such payment shall enter into discussions to review the amount due and the Company’s obligation to pay such amount to such Lender shall be deferred for 30 days after the original demand for payment and (2) if the Company and such Lender do not otherwise reach agreement on the amount due during such 30 period, the Company shall pay to such Lender at the end of such 30 day period the amount certified by such Lender to be due. Subject to the last proviso in the preceding sentence, a certificate as to such amounts submitted to the Company and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Yield Protection. 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 Change 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,Law: (i) subjects any Lender or Lender, any applicable Lending Installation Installation, any Issuing Bank or the Administrative Agent to any taxtaxes, dutyduties, charge levies, imposts, deductions, assessments, fees, charges or withholding withholdings, and any and all liabilities with respect to the foregoing, on or from payments due from any Borrower (excluding taxation its loans, loan principal, letters of the overall net income of any Lender or taxation of a similar basiscredit, which are governed by Section 2.14(E))commitments, or changes the basis of taxation of payments to any Lender in respect of other obligations, or its Commitmentdeposits, Loansreserves, its L/C Interestsother liabilities or capital attributable thereto (other than (A) Taxes, the Letters of Credit (B) Excluded Taxes or other amounts due it hereunder(C) Other Taxes), or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or any Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any Issuing Bank of making, funding or maintaining its Commitment, the Loans, the Loans or L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or any Issuing Bank in connection with its Commitment, Loans or Letters of CreditL/C Interests, or requires any Lender or Lender, any applicable Lending Installation or any Issuing Bank to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Lender or such Issuing Bank, as the case may be, and the result of any of the foregoing is to increase the cost to that Lender such Lender, applicable Lending Installation, such Issuing Bank or the Administrative Agent of making, renewing making or maintaining its Commitment, Loans, L/C Interests, Interests or Letters of Credit Revolving Loan Commitment or to reduce any amount the return received under this Agreementby such Lender, applicable Lending 41 Installation, such Issuing Bank or the Administrative Agent in connection with such Loans, L/C Interests or Revolving Loan Commitment, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5Person, the applicable Borrowers Borrower shall pay such Lender that portion of Person such additional amount or amounts as will compensate such Person for such increased expense incurred cost or reduction in an amount received received. Notwithstanding the foregoing provisions of this Section 4.1, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.1 within ninety (90) days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is ninety (90) days before the date on which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters notifies the Borrower of Credit and its Commitmentsuch event or circumstance.

Yield Protection. (a) If any change in 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 interpretation or application thereof by any Governmental Authority charged with the interpretation agency or application thereof, authority having jurisdiction over any Bank or the compliance of any Lender therewithLC Issuer, (i) subjects any Lender Bank, the LC Issuer or any applicable Lending Installation to any increased tax, duty, charge or withholding on or from payments due from any Borrower the Company (excluding taxation of measured by or attributable to the overall net income of such Bank, the LC Issuer or such applicable Lending Installation, whether overall or in any Lender or taxation of a similar basis, which are governed by Section 2.14(E)geographic area), or changes the basis rate of taxation of payments to any Lender Bank or the LC Issuer in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Extensions (including any participations in Facility LCs) or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended byby any Bank, any Lender the LC Issuer or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) including any reserve costs under Regulation D with respect to its Commitment, Loans, L/C Interests or the Letters of CreditEurocurrency liabilities (as defined in Regulation D)), or (iii) imposes any other condition the result of which is to increase the cost to any Lender Bank, the LC Issuer or any applicable Lending Installation of making, funding or maintaining its CommitmentCredit Extensions (including any participations in Facility LCs), the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender Bank, the LC Issuer or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, Credit Extensions (including any participations in Facility LCs) or requires any Lender Bank, the LC Issuer or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held its Outstanding Credit Exposure or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Bank or the LC Issuer, or (iv) affects the amount of capital required or expected to be maintained by any Bank, the LC Issuer or any applicable Lending Installation or any corporation controlling any Bank or the LC Issuer and such Bank or the result LC Issuer, as applicable, determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make Credit Extensions (including any participations in Facility LCs) hereunder or of the foregoing is to increase the cost to that Lender commitments of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreementtype, then, within fifteen (15) days after receipt upon presentation by such Bank or the LC Issuer to the Company or any other Borrower of written demand a certificate (as referred to in the immediately succeeding sentence of this Section 4.1) setting forth the basis for such determination and the additional amounts reasonably determined by such Lender pursuant Bank or the LC Issuer for the period of up to Section 4.590 days prior to the date on which such certificate is delivered to the Company and the Agent, to be sufficient to compensate such Bank or the LC Issuer, as applicable, in light of such circumstances, the applicable Borrowers Company shall within 30 days of such delivery of such certificate pay to the Agent for the account of such Lender that portion Bank or the LC Issuer, as applicable, the specified amounts set forth on such certificate. The affected Bank or the LC Issuer, as applicable, shall deliver to the Company and the Agent a certificate setting forth the basis of the claim and specifying in reasonable detail the calculation of such increased expense incurred expense, which certificate shall be prima facie evidence as to such increase and such amounts. An affected Bank or reduction the LC Issuer, as applicable, may deliver more than one certificate to the Company during the term of this Agreement. In making the determinations contemplated by the above-referenced certificate, any Bank and the LC Issuer may make such reasonable estimates, assumptions, allocations and the like that such Bank or the LC Issuer, as applicable, in an amount received good faith determines to be appropriate, and such Bank's or the LC Issuer's selection thereof in accordance with this Section 4.1 shall be conclusive and binding on the Company, absent manifest error. (b) Neither the LC Issuer nor any Bank shall be entitled to demand compensation or be compensated hereunder to the extent that such compensation relates to any period of time more than 90 days prior to the date upon which such Lender determines is attributable Bank or the LC Issuer, as applicable, first notified the Company of the occurrence of the event entitling such Bank or the LC Issuer, as applicable, to makingsuch compensation (unless, funding and maintaining its Loansto the extent, L/C Interests, Letters that any such compensation so demanded shall relate to the retroactive application of Credit and its Commitmentany event so notified to the Company).

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereofof them, or compliance by the compliance of any Lender therewithBank with them, (i) subjects any Lender the Bank or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation of the overall net income of any Lender the Bank or taxation of a similar basis, which are governed by Section 2.14(E)applicable Lending Installation), or changes the basis of taxation of payments to any Lender the Bank in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Loans or other amounts due to it hereunderunder this Agreement, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender the Bank or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Fixed Rate Loans) with respect to its Commitment, 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 the Bank or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit loans or reduces any amount receivable by any Lender the Bank or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Creditloans, or requires any Lender the Bank or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests loans held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; the Bank, or (iv) affects the amount of capital required or expected to be maintained by the Bank or any Lending Installation or any corporation controlling the Bank, and the result Bank determines the amount of any capital required is increased by or based on the existence of the foregoing is this Agreement or its obligation to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received make Loans under this AgreementAgreement or of commitments of this type, then, within fifteen (15) 15 days after receipt by of the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5Bank's demand, the applicable Borrowers shall Borrower must pay such Lender the Bank that portion of such the increased expense incurred (including, in the case of Section 3.1(iv), any reduction in the rate of return on capital to an amount below that which it could have achieved but for the law, rule, regulation, policy, guideline or directive, and after taking into account the Bank's policies as to capital adequacy) or reduction in an amount amounts received which such Lender the Bank determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit Loans and its Commitmentcommitments hereunder.

Yield Protection. If any law If, on 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 Agreement, any Change 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,Law: (i) subjects any Lender or any applicable Lending Installation to any taximposes, 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 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases modifies or deems applicable any reserve, assessmentspecial deposit, compulsory loan, insurance charge, special deposit charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any applicable Lending Installation Issuing Lender; (ii) subjects any Lender or Issuing Lender to any Tax of any kind whatsoever (except for Indemnified Taxes or Other Taxes covered by ‎Section 3.05 and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to obligations, or its Commitmentdeposits, Loansreserves, L/C Interests other liabilities or the Letters of Credit, capital attributable thereto; or (iii) imposes any other condition the result of which is to increase the cost to on any Lender or any applicable Lending Installation of makingIssuing Lender any other condition, funding cost or maintaining its Commitment, the expense affecting this Agreement or Term SOFR Loans or Alternative Currency Loans, the L/C Interests as applicable, made by such Lender or the Letters any Letter of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lenderparticipation therein; and the result of any of the foregoing is shall be to increase the cost to that such Lender of making, renewing continuing, converting to or maintaining its Commitment, any Term SOFR Loans or Alternative Currency Loans, L/C Interestsas applicable (or, in the case of a Change in Law with respect to Taxes, any Loan) or of maintaining its obligation to make any such Loan, or Letters to increase the cost to such Lender or Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any amount sum received under this Agreementor receivable by such Lender or Issuing Lender hereunder (whether of principal, then, within fifteen (15) days after receipt by the Company interest or any other Borrower amount) then, upon request of written demand by such Lender pursuant to Section 4.5or Issuing Lender, the applicable Borrowers Borrower shall pay to such Lender that portion of or Issuing Lender, as the case may be, such increased expense additional amount or amounts as will compensate such Lender or Issuing Lender, as the case may be, for such additional costs incurred or reduction in an amount received which suffered. Notwithstanding the foregoing, no Lender or Issuing Lender shall be entitled to seek compensation under this ‎Section 3.01 unless such Lender determines or Issuing Lender is attributable generally seeking compensation from other borrowers that are similarly situated to makingand of similar creditworthiness with respect to its similarly affected commitments, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentloans and/or participations under agreements with such borrowers having provisions similar to this ‎Section 3.01.

Yield Protection. 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 Change 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,Law: (ia) subjects any Lender or any applicable Lending Installation Recipient to any taxTaxes (other than (A) Indemnified Taxes, duty, charge or withholding on or from payments due from any Borrower (excluding taxation B) Taxes described in clauses (b) through (d) of the overall net income definition of any Lender or taxation “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of a similar basiscredit, which are governed by Section 2.14(E))commitments, or changes the basis of taxation of payments to any Lender in respect of other obligations, or its Commitmentdeposits, Loansreserves, its L/C Interests, the Letters of Credit other liabilities or other amounts due it hereundercapital attributable thereto, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate LoansEurocurrency Advances) with respect to its CommitmentCommitments, Loans, L/C Interests Facility LCs or the Letters of Creditparticipations therein, or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any LC Issuer of making, funding or maintaining its CommitmentCommitments, the LoansLoans or of issuing or participating in Facility LCs, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with its Commitment, Commitments or Loans or Letters of CreditFacility LCs (including 12660163v2 participations therein), or requires any Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Commitment, Commitments or Loans or L/C Interests Facility LCs (including participations therein) held or interest or LC Fees received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Lender or such LC Issuer, as applicable, and the result of any of the foregoing is to increase the cost to that the Administrative Agent, such Lender or applicable Lending Installation or such LC Issuer of makingmaking or maintaining, renewing continuing or maintaining converting its CommitmentLoans (including, Loanswithout limitation, L/C Interestsany conversion of any Revolving Loan denominated in an Agreed Currency other than euro into a Revolving Loan denominated in euro) or Revolving Loan Commitment or of issuing or participating in Facility LCs, or Letters of Credit as applicable, or to reduce any amount the return received under this Agreementby the Administrative Agent, such Lender or applicable Lending Installation or LC Issuer in connection with such Loans, Revolving Loan Commitment or Facility LCs (including participations therein), then, within fifteen (15) 15 days after receipt of demand, accompanied by the Company or any other Borrower of written demand statement required by Section ‎3.6, by the Administrative Agent, such Lender pursuant to Section 4.5or LC Issuer, the applicable Borrowers Borrower shall pay the Administrative Agent, such Lender that portion of or LC Issuer such additional amount or amounts as will compensate the Administrative Agent, such Lender or LC Issuer for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreceived.

Yield Protection. If (a) If, on or after the date of this Agreement (or with respect to any law Lender, if later, the date on which such Lender becomes a Lender), the adoption of any Law or any governmental or quasi-governmental rule, regulation, policy, guideline policy 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 AgreementLaw), or any change in the interpretation or application administration thereof by any Governmental Authority or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or application administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of Law) of any Lender therewith,such authority, central bank or comparable agency (any such event, a “Change in Law”; provided that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder (“▇▇▇▇-▇▇▇▇▇”), issued in connection therewith or in implementation thereof shall be deemed to a “Change in Law” regardless of the date enacted, adopted, issued or implemented): (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any taxTaxes (other than Excluded Taxes) on its Loans, dutyLoan principal, charge Facility LCs, Commitments, participations therein 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 2.14(E))other obligations, or changes the basis of taxation of payments to any Lender in respect of its Commitmentdeposits, Loansreserves, its L/C Interests, the Letters of Credit other liabilities or other amounts due it hereundercapital attributable thereto, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditEurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of maintaining its Commitment or making, funding or maintaining its CommitmentEurocurrency Loans (including, the Loanswithout limitation, the L/C Interests any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or the Letters of Credit issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its CommitmentEurocurrency Loans, Loans Facility LCs or Letters of Creditparticipations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to its Commitment or the amount of CommitmentEurocurrency Loans, Loans Facility LCs or L/C Interests participations therein held or interest or LC fees received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Lender or the LC Issuer as the case may be, and (A) the result of any of the foregoing is to increase the cost to that such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making, renewing making or maintaining its CommitmentEurocurrency Loans (including, Loanswithout limitation, L/C Interests, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Letters Commitment or of Credit issuing or participating in Facility LCs or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loan, or Commitment, Facility LCs or participations therein, and (B) such Lender or the applicable Lending Installation or the LC Issuer, as the case may be, is generally demanding similar compensation from its other similar borrowers in similar circumstances, then, within fifteen (15) 30 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the LC Issuer, as the case may be, the applicable Borrowers relevant Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such reasonable additional amount or amounts as will compensate such Lender or the LC Issuer for such increased expense incurred cost or reduction in an amount received, provided that the relevant Borrower shall not be required to pay such Lender or the LC Issuer pursuant to this Section 3.1(a) for such increased cost or reduction in amount received which to the extent incurred more than 180 days prior to the date that such Lender determines or the LC Issuer, as the case may be, notifies such relevant Borrower of the Change in Law giving rise to such increased cost or reduction in amount received, provided further that, if the Change in Law giving rise to such increased costs or reduction in amount received is attributable retroactive, then the 180 day period referred to making, funding and maintaining its Loans, L/C Interests, Letters above shall be extended to include the period of Credit and its Commitmentretroactive effect thereof.

Yield Protection. 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 Change 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,Law shall: (ia) subjects any Lender impose, modify or any applicable Lending Installation to any tax, 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 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems deem applicable any reserve, assessmentspecial deposit, compulsory loan, insurance charge, special deposit charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted LIBOR rate) or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests Issuer; (b) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (c) impose on any Lender or the Letters L/C Issuer or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lenderparticipation therein; and the result of any of the foregoing is shall be to increase the cost to that such Lender or such other Recipient of making, renewing converting to, continuing or maintaining any Loan or of maintaining its Commitmentobligation to make any such Loan, Loansor to increase the cost to such Lender, the L/C InterestsIssuer or such other Recipient of participating in, issuing or Letters maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any amount sum received under this Agreementor receivable by such Lender, thenthe L/C Issuer or other Recipient hereunder (whether of principal, within fifteen (15) days after receipt by the Company interest or any other Borrower amount) then, upon request of written demand by such Lender pursuant to Section 4.5Lender, the applicable L/C Issuer or other Recipient, the Borrowers shall will pay to such Lender that portion of Lender, the L/C Issuer or other Recipient, as the case may be, such increased expense additional amount or amounts as will compensate such Lender, the L/C Issuer or other Recipient, as the case may be, for such additional costs incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentsuffered.

Yield Protection. If (a) The Owner Trustee shall pay ---------------- directly to each holder of a Series A Certificate from time to time promptly after demand therefor such amounts as such holder determines to be necessary to compensate it for any costs which are attributable to its making of the loan evidenced by, or its maintaining of, any Series A Certificate or the funding arrangements in respect thereof (including, without limitation, any interest rate swap transaction), or any reduction in any amount receivable by such holder hereunder in respect of any thereof resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such holder under this Indenture, its Certificates or any of the other Operative Agreements in respect of any of such Certificates or such funding arrangements (other than taxes imposed on or measured by the overall net income of such holder or of its Lending Office by the jurisdiction in which such holder has its principal office or its Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such holder; or (iii) imposes any other condition affecting this Indenture, its Certificates (or any funding arrangements in respect thereof) or the other Operative Agreements. (b) Without limiting the effect of the foregoing provisions of this Section 2.14 (but without duplication), the Owner Trustee shall pay directly to each holder of a Series A Certificate from time to time promptly after demand therefor such TRUST INDENTURE amounts as such holder determines to be necessary to compensate such holder (or, without duplication, the bank holding company of which such holder is a subsidiary) for any costs which are attributable to the maintenance by such holder (or its Lending Office or such bank holding company), pursuant to any applicable law or regulation or any governmental interpretation, directive or quasi-governmental rule, regulation, policy, guideline or directive request (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 (excludingany court or governmental or monetary authority following any Regulatory Change, 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, 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 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account ofCertificates, or credit extended bythe funding arrangements in respect thereof (including, without limitation, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable swap transaction) (such compensation to Eurodollar Rate Loans) with respect to its Commitmentinclude, Loanswithout limitation, L/C Interests or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost an amount equal to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any reduction of the foregoing is to increase the cost to that Lender rate of making, renewing return on assets or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers shall pay such Lender that portion equity of such increased expense incurred holder (or reduction in an amount received its Lending Office or such bank holding company) to a level below that which such Lender determines is attributable to making, funding and maintaining holder (or its Loans, L/C Interests, Letters of Credit and its CommitmentLending Office or such bank holding company) could have achieved but for such Regulatory Change).

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) to the extent not otherwise covered pursuant to the provisions of SECTION 2.12(E), subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation excluding, in the case of each Lender and the Agent, such taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by such Lender's or Agent's, as the case may be, income by the United States of America or any Governmental Authority of the overall net income jurisdiction under the laws of any which such Lender or taxation of a similar basisAgent, which are governed by Section 2.14(E)as the case may be, is organized), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, Interests or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section SECTION 4.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitment.

Yield Protection. 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 the relevant Lender became a party to 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (iA) subjects any Lender or any applicable Lending Installation to any tax, 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 2.14(E), and excluding any other taxes for which such Lender has been reimbursed by the Borrowers), or changes the basis of taxation of payments to any Lender in respect of its Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Revolving Loan Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of its Revolving Loan Commitment, Loans or the L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitment.;

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, 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 2.14(E2.15(E)), or changes the basis of taxation of payments to any Lender in respect of its Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, 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 or any applicable Lending Installation of making, funding or maintaining its Revolving Loan Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Revolving Loan Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Revolving Loan Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender reasonably determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. 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 Change 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,Law: (iA) subjects the Administrative Agent, any Lender or Lender, any applicable Lending Installation or any Issuing Bank to any tax, levy, impost, deduction, fee, assessment, duty, charge or withholding on withholding, and any interest, penalties or from payments due from any Borrower liabilities with respect thereto, (excluding taxation of the overall net income of any Lender or taxation of a similar basis(1) Taxes, which are governed by Section 2.14(E), (2) amounts included in clauses (b) through (d) of the definition of Excluded Taxes, (3) Connection Income Taxes and (4) any other taxes for which such ▇▇▇▇▇▇ has been reimbursed by such Borrower), or changes the basis on its loans, loan principal, letters of taxation of payments to any Lender in respect of its Commitmentcredit, Loanscommitments, its L/C Interests, the Letters of Credit or other amounts due it hereunderobligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or any Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any Issuing Bank of making, funding or maintaining its Revolving Loan Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or any Issuing Bank in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation or any Issuing Bank to make any payment calculated by reference to the amount of its Revolving Loan Commitment, Loans or the L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender or Issuing Bank of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company Administrative Agent or any other the applicable Borrower of written demand by such Lender or Issuing Bank pursuant to Section 4.5, the applicable Borrowers Borrower shall pay the Administrative Agent or such Lender or Issuing Bank that portion of such increased expense incurred or reduction in an amount received which the Administrative Agent or such Lender or Issuing Bank determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment; provided, however, that such Borrower shall not be required to pay any additional amounts pursuant to this Section 4.1 incurred more than 90 days prior to the date of the relevant Lender’s demand therefor.

Yield Protection. If (a) If, on or after the Closing Date, the adoption of any law applicable law, rule or regulation, or any governmental change therein, or quasi-governmental ruleany change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, regulation, policy, guideline or compliance by any Lender (or its Lending Office) or L/C Issuer with any request 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,such Governmental Authority: (i) subjects shall subject any Lender (or any applicable its Lending Installation Office) or L/C Issuer to any tax, duty, charge or withholding on or from payments due from any Borrower Taxes (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by other than (A) Indemnified Taxes and Other Taxes indemnifiable under Section 2.14(E)10.1 and (B) Excluded Taxes), or changes the basis of taxation of payments with respect to any Lender in respect of its Commitment, Term Benchmark Loans, its L/C InterestsRevolving Notes, the Letters its Letter(s) of Credit Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Term Benchmark Loans, issue a Letter of Credit, or to participate therein, or its deposits, reserves or other amounts due it hereunder, liabilities or capital attributable to any of the foregoing; or (ii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or any applicable its Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate LoansOffice) with respect to its Commitment, Loans, or L/C Interests Issuer or shall impose on any Lender (or its Lending Office) or L/C Issuer or on the Letters of Credit, or (iii) imposes interbank market any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining affecting its Commitment, the Term Benchmark Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its CommitmentRevolving Notes, Loans or Letters its Letter(s) of Credit, or requires its participation in any Lender thereof, any Reimbursement Obligation owed to it, or any applicable Lending Installation its obligation to make any payment calculated by reference Term Benchmark Loans, or to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters issue a Letter of Credit, by an amount deemed material by such Lenderor to participate therein; and the result of any of the foregoing is to increase the cost to that such Lender of making, renewing (or maintaining its Commitment, Loans, Lending Office) or L/C InterestsIssuer of making or maintaining any Term Benchmark Loan, issuing or maintaining a Letter of Credit, or Letters of Credit participating therein, or to reduce the amount of any amount sum received or receivable by such Lender (or its Lending Office) or L/C Issuer under this AgreementAgreement or under any other Loan Document with respect thereto, by an amount deemed by such Lender or L/C Issuer to be material, then, within fifteen (15) 30 days after receipt by the Company or any other Borrower of written demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrowers shall be obligated to pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such increased cost or reduction; provided that the Borrowers shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 4.5, 8.4(a) for any increased costs or reductions suffered more than one hundred and eighty (180) days prior to the applicable Borrowers shall pay date that Lender or L/C Issuer notifies the Lead Borrower of the change in law giving rise to such Lender that portion 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 expense incurred costs or reduction in an amount received which reductions is retroactive, then the 180-day period referred to above shall be extended to include such Lender determines is attributable to makingperiod of retroactive effect). (b) If, funding and maintaining its Loansafter the Closing Date, any Lender, L/C InterestsIssuer or the Administrative Agent shall have determined that the adoption of any applicable law, Letters 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 Person controlling such Lender or L/C Issuer with any request or directive regarding capital adequacy or liquidity (whether or not having the force of Credit 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 Person’s capital as a consequence of its obligations hereunder to a level below that which such Lender, L/C Issuer or Person could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s, L/C Issuer’s or Person’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender or L/C Issuer to be material, then from time to time, within 30 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrowers 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 Borrowers shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 8.4(b) for any reductions suffered more than one hundred and its Commitmenteighty (180) days prior to the date that Lender or L/C Issuer notifies the Lead 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 Borrowers 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 Borrowers (i) if such Lender or L/C Issuer has delivered to Lead 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. 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), Closing Date or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) , subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation any taxes covered by the provisions of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E2.16(e)), or changes the basis of taxation of payments to any Lender (other than changes in the rate of taxation on the overall net income of such Lender) in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) or imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, or (iii) or imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender reasonably determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitment; providedhowever that the Company shall not be liable under this Section 4.1 for the payment of any such amounts incurred or accrued more than 180 days prior to the date on which notice of the event or occurrence giving rise to the obligation to make such payment is given to the Company hereunder; providedfurther that if the event or occurrence giving rise to such obligation is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof; providedfurther that (1) if the Company objects in good faith to any payment demanded under this Section 4.1 on or before the date such payment is due, then the Company and the Lender demanding such payment shall enter into discussions to review the amount due and the Company’s obligation to pay such amount to such Lender shall be deferred for 30 days after the original demand for payment and (2) if the Company and such Lender do not otherwise reach agreement on the amount due during such 30 period, the Company shall pay to such Lender at the end of such 30 day period the amount certified by such Lender to be due. Subject to the last proviso in the preceding sentence, a certificate as to such amounts submitted to the Company and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Yield Protection. If any law or any governmental or quasi-quasi- governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding federal taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, Interests or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section SECTION 4.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Loans or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Commitment or 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests Commitment or the Letters of Credit Loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans Commitment or Letters of CreditLoans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Commitment or Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, Commitment or Letters of Credit Loans or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other the Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit Loans and its Commitment.

Yield Protection. If If, after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) 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 interpretation change therein, or application thereof by any Governmental Authority charged with change in the interpretation or application administration thereof, or the compliance of any the Lender therewith, or Regulation D of the Board of Governors of the Federal Reserve System, (ia) subjects any the Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)the Lender), or changes the basis of taxation of payments to any the Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Loan or other amounts due it hereunder, or (iib) imposes imposes, modifies, or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Libor Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit), or (iiic) imposes any other condition the result of which is to increase the cost to any the Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit advances or reduces any amount receivable by any the Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Creditadvances, or requires any the Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests advances held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such the Lender; , or (d) affects the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and the result Lender determines the amount of any capital required is increased by or based upon the existence of this Agreement or its obligation to make the foregoing is to increase the cost to that Lender Loan hereunder or of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters commitments of Credit or to reduce any amount received under this Agreementtype, then, within fifteen three (153) days after receipt Business Days of demand by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5Lender, the applicable Borrowers shall Borrower agrees to pay such the Lender that portion of such increased expense incurred (including, in the case of clause (d), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such law, rule, regulation, policy, guideline or directive and after taking into account the Lender’s policies as to capital adequacy) or reduction in an amount received which such the Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentthe Loan.

Yield Protection. If Except for changes addressed in Subsection 2.4d, if any law Governmental Rule issued after the Closing Date or if any governmental change on or quasi-governmental ruleafter the Closing Date in any Governmental Rule (including, regulationwithout limitation, policy, guideline Regulation D) or directive the interpretation or application thereof by any Governmental Person charged with the administration thereof (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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,): (iA) subjects any Lender Bank, its Lending Office or any applicable Lending Installation the Issuing Bank to any tax, duty, charge levy, impost, charge, fee, deduction or withholding of any kind hereunder (other than (x) a tax, including, without limitation, a branch tax, imposed or based upon the income of such Bank, its Lending Office or the Issuing Bank and (y) any franchise tax imposed on such Bank, its Lending Office or from payments due from any Borrower (excluding taxation the Issuing Bank by the laws of the overall net income of jurisdiction under which such Bank, such Lending Office or the Issuing Bank is organized or any Lender or taxation of a similar basis, which are governed by Section 2.14(E)), political subdivision thereof) or changes the basis of taxation of payments to any Lender in respect of its Commitment, LoansBank, its L/C InterestsLending Office or the Issuing Bank with respect to the payments by the Borrower of principal or interest due hereunder (other than any change which affects, and to the extent that it affects, the Letters taxation by the United States or any state thereof of Credit the total net income of such Bank or other amounts due it hereunder, orthe Issuing Bank); (iiB) imposes or increases imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement requirements against assets of, deposits with or for the account of, or credit extended byextended, any Lender commitments to lend or any applicable Letters of Credit issued or participations purchased therein by any Bank, its Lending Installation Office, the Issuing Bank or any corporation controlling such Bank or the Issuing Bank (other than reserves and assessments taken into account such requirements which are included in determining the applicable rate or rates of interest rate applicable to Eurodollar Rate Loanshereunder); or 50 (C) imposes upon any Bank, its Lending Office or the Issuing Bank any other obligation or condition with respect to its Commitmentthis Credit Agreement, 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any all of the foregoing is to increase the cost to that Lender such Bank, its Lending Office, the Issuing Bank or any corporation controlling such Bank or the Issuing Bank, of makingmaking the Loans, renewing or maintaining its extending the Revolving Credit Commitment, Loans, L/C Interests, or Letters issuing any Letter of Credit or to making or maintaining any participation in any Letter of Credit, reduce any amount received the net after-tax income receivable by such Bank, its Lending Office or the Issuing Bank from payments under this AgreementCredit Agreement or impose any expense upon any Bank, thenits Lending Office, within fifteen the Issuing Bank or any corporation controlling such Bank, reduce the rate of return on the capital of such Bank, its Lending Office, the Issuing Bank or any corporation controlling such Bank by an amount which such Bank or the Issuing Bank in good fait▇ ▇▇▇▇▇ ▇▇▇erial, (15A) days after receipt the Bank or the Issuing Bank so affected shall promptly notify the Borrower and the Agent of the happening of such event; and of the amount determined by such Bank, its Lending Office or the Issuing Bank (which determination shall be prima facie evidence of the amount owed by the Company Borrower to such Bank) to be necessary to compensate such Bank or the Issuing Bank for such increase in cost, reduction in net after tax income or additional expense; (B) the Borrower shall pay to the affected Bank or the Issuing Bank, on demand, as additional interest on the Loans or draws under any other Borrower Letter of written demand Credit, such amount as will compensate such Bank or the Issuing Bank for such additional cost or expense or reduced amount, calculated from the date of the notification by such Lender pursuant Bank or the Issuing Bank; and (C) the Borrower may pay to Section 4.5, such affected Bank or the applicable Borrowers shall pay such Lender that portion Issuing Bank the affected Loan or draw under any Letter of Credit in full without the payment of any additional amount other than on account of such increased expense incurred Bank's or reduction the Issuing Bank's out-of-pocket losses (including funding losses, if any, as provided in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentparagraph (ii) below) not otherwise provided for in subparagraph (B) immediately above.

Yield Protection. If If, on or after the Effective Date, the adoption of any law or any governmental or quasi-governmental 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 application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application thereofadministration thereof or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards 64 Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) made after the Effective Date: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer or the Agent to any tax, 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 2.14(E)), Taxes or changes the basis of taxation of payments (other than with respect to Excluded Taxes and Indemnified Taxes) to any Lender or the LC Issuer or the Agent in respect of its Commitment, Term Benchmark Loans, its L/C Interests, the Letters of Credit Facility LCs or other amounts due it hereunderparticipations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditTerm Benchmark Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding funding, converting to, continuing or maintaining its Commitment, the Term Benchmark Loans, the L/C Interests or the Letters of Credit issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its CommitmentTerm Benchmark Loans, Loans Facility LCs or Letters of Creditparticipations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of CommitmentTerm Benchmark Loans, Loans Facility LCs or L/C Interests participations therein held or interest or LC Fees received by it or by reference to the Letters of Creditit, 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 that such Lender or applicable Lending Installation or the LC Issuer or the Agent, as the case may be, of making, renewing converting to, continuing or maintaining its Commitment, Loans, L/C Interests, Term Benchmark Loans or Letters Commitment or of Credit issuing or participating in Facility LCs or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Term Benchmark Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the LC Issuer or the Agent, as the case may be, the applicable Borrowers Borrower shall pay such Lender that portion of or the LC Issuer or the Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer or the Agent, as the case may be, for such increased expense incurred cost or reduction in an amount received which received. Notwithstanding anything to the contrary in this Section 3.1, the Borrower shall not be required to compensate a Lender pursuant to this Section 3.1 for any amounts incurred more than nine months prior to the date that such Lender determines is attributable notifies the Borrower of such Lender’s intention to makingclaim compensation therefore; and provided that, funding if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 3.1, it shall promptly notify the Borrower (with a copy to the Agent) of the event by reason of which it has become so entitled and maintaining its Loansshall include in such notice a calculation of such additional amounts in reasonable detail. Notwithstanding anything herein to the contrary, L/C Interests(i) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, Letters rules, guidelines, requirements or directives thereunder or issued in connection therewith (whether or not having the force of Credit law) or in implementation thereof, and its Commitment(ii) all requests, rules, regulations, guidelines, interpretations, requirements, interpretations and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case pursuant to Basel III, shall, in each case, be deemed to be Change, regardless of the date enacted, adopted, issued or implemented.

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (iA) subjects any Lender or any applicable Lending Installation to any tax, 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 2.14(E2.15(E)), or changes the basis of taxation of payments to any Lender in respect of its Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Revolving Loan Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Revolving Loan Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Revolving Loan Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If If, on or after the Effective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) 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 application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application thereofadministration thereof or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency or and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing) made after the Effective Date: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer or the Agent to any tax, 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 2.14(E)), Taxes or changes the basis of taxation of payments (other than with respect to Excluded Taxes and Indemnified Taxes) to any Lender or the LC Issuer or the Agent in respect of its Commitment, Eurodollar Loans, its L/C Interests, the Letters of Credit Facility LCs or other amounts due it hereunderparticipations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding funding, converting to, continuing or maintaining its Commitment, the Eurodollar Loans, the L/C Interests or the Letters of Credit issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its CommitmentEurodollar Loans, Loans Facility LCs or Letters of Creditparticipations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of CommitmentEurodollar Loans, Loans Facility LCs or L/C Interests participations therein held or interest or LC Fees received by it or by reference to the Letters of Creditit, 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 that such Lender or applicable Lending Installation or the LC Issuer or the Agent, as the case may be, of making, renewing converting to, continuing or maintaining its Commitment, Loans, L/C Interests, Eurodollar Loans or Letters Commitment or of Credit issuing or participating in Facility LCs or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the LC Issuer or the Agent, as the case may be, the applicable Borrowers Borrower shall pay such Lender that portion of or the LC Issuer or the Agent, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer or the Agent, as the case may be, for such increased expense incurred cost or reduction in an amount received which received. Notwithstanding anything to the contrary in this Section 3.1, the Borrower shall not be required to compensate a Lender pursuant to this Section 3.1 for any amounts incurred more than nine months prior to the date that such Lender determines is attributable notifies the Borrower of such Lender’s intention to makingclaim compensation therefore; and provided that, funding if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 3.1, it shall promptly notify the Borrower (with a copy to the Agent) of the event by reason of which it has become so entitled and maintaining its Loansshall include in such notice a calculation of such additional amounts in reasonable detail. Notwithstanding anything herein to the contrary, L/C Interests(i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, Letters rules, guidelines, requirements or directives thereunder or issued in connection therewith (whether or not having the force of Credit law) or in implementation thereof, and its Commitment(ii) all requests, rules, regulations, guidelines, interpretations, requirements, interpretations and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case pursuant to Basel III, shall, in each case, be deemed to be Change, regardless of the date enacted, adopted, issued or implemented.

Yield Protection. If Except for changes addressed in Subsection 2.5(f), if any law Governmental Rule issued after the Closing Date or if any governmental change on or quasi-governmental ruleafter the Closing Date in any Governmental Rule (including, regulationwithout limitation, policy, guideline Regulation D) or directive the interpretation or application thereof by any Governmental Person charged with the administration thereof (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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,): (iA) subjects any Lender Bank, its Lending Office or any applicable Lending Installation Issuing Bank to any tax, duty, charge levy, impost, charge, fee, deduction or withholding of any kind hereunder (other than (x) a tax, including, without limitation, a branch tax, imposed or based upon the income of such Bank, its Lending Office or such Issuing Bank and (y) any franchise tax imposed on such Bank, its Lending Office or from payments due from any Borrower (excluding taxation such Issuing Bank by the laws of the overall net income of jurisdiction under which such Bank, such Lending Office or such Issuing Bank is organized or any Lender or taxation of a similar basis, which are governed by Section 2.14(E)), political subdivision thereof) or changes the basis of taxation of payments to any Lender in respect of its Commitment, LoansBank, its L/C InterestsLending Office or any Issuing Bank with respect to the payments by the Borrower of principal or interest due hereunder (other than any change which affects, and to the extent that it affects, the Letters taxation by the United States or any state thereof of Credit the total net income of such Bank or other amounts due it hereunder, orsuch Issuing Bank); (iiB) imposes or increases imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement requirements against assets of, deposits with or for the account of, or credit extended byextended, commitments to lend or any Letters of Credit issued or participations purchased therein by any Bank, its Lending Office, any Lender Issuing Bank or any applicable Lending Installation corporation controlling such Bank or such Issuing Bank (other than reserves and assessments taken into account such requirements which are included in determining the applicable rate or rates of interest rate applicable to Eurodollar Rate Loanshereunder); or (C) imposes upon any Bank, its Lending Office or any Issuing Bank any other obligation or condition with respect to its Commitmentthis Credit Agreement, 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any all of the foregoing is to increase the cost to that Lender such Bank, its Lending Office, any Issuing Bank or any corporation controlling such Bank or such Issuing Bank, of makingmaking the Loans, renewing or maintaining its extending the Revolving Credit Commitment, Loans, L/C Interests, or Letters issuing any Letter of Credit or to making or maintaining any participation in any Letter of Credit, reduce any amount received the net after-tax income receivable by such Bank, its Lending Office or such Issuing Bank from payments under this AgreementCredit Agreement or impose any expense upon any Bank, thenits Lending Office, within fifteen any Issuing Bank or any corporation controlling such Bank, reduce the rate of return on the capital of such Bank, its Lending Office, such Issuing Bank or any corporation controlling such Bank by an amount which such Bank or such Issuing Bank in good ▇▇▇▇▇ ▇▇▇▇▇ material, (15A) days after receipt the Bank or any Issuing Bank so affected shall promptly notify the Borrower and the Agent of the happening of such event; and of the amount determined by such Bank, its Lending Office or such Issuing Bank (which determination shall be prima facie evidence of the amount owed by the Company Borrower to such Bank) to be necessary to compensate such Bank or the relevant Issuing Bank for such increase in cost, reduction in net after tax-income or additional expense; (B) the Borrower shall pay to the affected Bank or the affected Issuing Bank, on demand, as additional interest on the Loans or draws under any other Borrower Letter of written demand Credit, such amount as will compensate such Bank or such Issuing Bank for such additional cost or expense or reduced amount, calculated from the date of the notification by such Lender pursuant Bank or such Issuing Bank; and (C) the Borrower may pay to Section 4.5, such affected Bank or affected Issuing Bank the applicable Borrowers shall pay such Lender that portion affected Loan or draw under any Letter of Credit in full without the payment of any additional amount other than on account of such increased expense incurred Bank's or reduction such Issuing Bank's out-of-pocket losses (including funding losses, if any, as provided in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentparagraph (ii) below) not otherwise provided for in subparagraph (B) immediately above.

Yield Protection. If any law Change in Law: (a) subjects any Lender, any applicable Lending Installation, any Issuing Bank or the Administrative Agent to any governmental or quasi-governmental ruleTaxes on its loans, regulationloan principal, policyletters of credit, 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 (excludingcommitments, 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)obligations, or any interpretation its deposits, reserves, other liabilities or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, capital attributable thereto (other than (i) subjects any Lender or any applicable Lending Installation to any taxIndemnified Taxes, duty, charge or withholding on or from payments due from any Borrower (excluding taxation ii) Taxes described in clauses (b) through (d) of the overall net income definition of any Lender Excluded Taxes or taxation of a similar basis, which are governed by Section 2.14(E(iii) Connection Income Taxes)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or any Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Term Benchmark Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any Issuing Bank of making, funding or maintaining its Commitment, the Loans, the Loans or L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or any Issuing Bank in connection with its Commitment, Loans or Letters of CreditL/C Interests, or requires any Lender or Lender, any applicable Lending Installation or any Issuing Bank to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Lender or such Issuing Bank, as the case may be, and the result of any of the foregoing is to increase the cost to that Lender such Lender, applicable Lending Installation, such Issuing Bank or the Administrative Agent of making, renewing making or maintaining its Commitment, Loans, L/C Interests, Interests or Letters of Credit Revolving Loan Commitment or to reduce any amount the return received under this Agreementby such Lender, applicable Lending Installation, such Issuing Bank or the Administrative Agent in connection with such Loans, L/C Interests or Revolving Loan Commitment, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5Person, the applicable Borrowers Borrower shall pay such Lender that portion of Person such additional amount or amounts as will compensate such Person for such increased expense incurred cost or reduction in an amount received received. Notwithstanding the foregoing provisions of this Section 4.01, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.01 within 180 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 180 days before the date on which such Lender determines notifies the Borrower of such event or circumstance. Notwithstanding the above, a Lender will not be entitled to demand compensation under this Section 4.01 at any time if it is attributable not the general practice and policy of such Lender to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentdemand such compensation from similarly situated borrowers in similar circumstances under agreements containing provisions permitting such compensation to be claimed at such time.

Yield Protection. 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 interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding federal taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Commitment, 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 or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, Interests or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section SECTION 4.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If at any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted time after the date of this Agreement Closing Date, and having general applicability from time to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubttime, the effect Lender determines that due to the adoption or modification of and phasing in any applicable law, regarding taxation, the required levels of reserves of the Lender, deposits, insurance or capital (including any allocation of capital requirements or other regulations conditions), or guidelines passed prior to the date of this Agreement)similar requirements, or any interpretation or application administration thereof by any Governmental Authority Authority, central bank or comparable agency charged with the interpretation interpretation, administration or application thereofcompliance of the Lender with any of such requirements, has or would have the effect of (a) increasing the costs of the Lender relating to the Obligations, (b) reducing the yield or rate of return of the Lender on the Obligations to a level below that which the Lender could have achieved but for the adoption or modification of any such requirements, (c) imposing, modifying, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, 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 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems holding applicable any reserve, assessmentspecial deposit, insurance charge, special deposit or similar requirement against assets of, deposits with any Letter of Credit or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable obligation to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the issue Letters of Credit, or or (iiid) imposes imposing upon the Lender any other condition regarding any Letter of Credit or obligation to issue Letters of Credit and the result of which is any such event shall be to increase the cost to any the Lender or any applicable Lending Installation of making, funding issuing or maintaining its Commitment, the Loans, the L/C Interests any Letter of Credit or the obligation to issue Letters of Credit or reduces any amount receivable liability with respect to payments by any the Lender or any applicable Lending Installation in connection with its Commitment, Loans or under Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreementreceivable in connection therewith, thenthe Borrowers shall, within fifteen (15) days after receipt 60 Business Days of notification by the Company Lender (which notification shall be in writing and shall contain information relating to the effects described in clauses (a), (b), (c), or any other Borrower (d) above), pay to the Lender such additional amounts as (in the good faith judgment of written demand by the Lender based on reasonable computation) will compensate the Lender for such Lender pursuant to Section 4.5, the applicable Borrowers shall pay such Lender that portion of such increased expense incurred increase in costs or reduction in yield or rate of return of the Lender; provided, however, such amounts shall be payable by the Borrowers as an amount received which increase in the Floating Rate, as determined by the Lender in its sole discretion, commencing on the next monthly payment date (whether of interest or interest and principal) following 60 days after such notification by the Lender. No failure by the Lender determines is attributable to makingdemand immediate payment of any additional amounts payable under this Section shall constitute a waiver of the right of the Lender to demand payment of such amounts at any subsequent time. Nothing contained in this Section shall be construed or so operate as to require the Borrowers to pay any interest, funding and maintaining its Loansfees, L/C Interests, Letters of Credit and its Commitmentcosts or charges greater than permitted by applicable law.

Yield Protection. 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), Closing Date or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) , subjects the Administrative Agent, any Lender or any applicable Lending Installation to any taxTaxes (other than Indemnified Taxes, dutyOther Taxes or Excluded Taxes, charge as to which Section 2.13(e) will govern) on its loans, loan principal, letters of credit, commitments, or withholding on other obligations, or from payments due from any Borrower (excluding taxation of the overall net income of any Lender its deposits, reserves, other liabilities or taxation of a similar basis, which are governed by Section 2.14(E))capital attributable thereto, or changes the basis of taxation of payments to any Lender (other than changes in the rate of taxation on the overall net income of such Lender) in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due to it hereunder, or (ii) or imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, or (iii) or imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces to reduce any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires to require any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to the Administrative Agent or that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by the Administrative Agent or such Lender pursuant to Section 4.54.05, the applicable Borrowers shall pay the Administrative Agent or such Lender that portion of such increased expense incurred or reduction in an amount received which the Administrative Agent or such Lender reasonably determines is attributable to making, funding and maintaining its Commitment, Loans, L/C Interests, Interests and Letters of Credit Credit; provided however that the Company shall not be liable under this Section 4.01 for the payment of any such amounts incurred or accrued more than 180 days prior to the date on which notice of the event or occurrence giving rise to the obligation to make such payment is given to the Company hereunder; provided further that if the event or occurrence giving rise to such obligation is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof; provided further that (a) if the Company objects in good faith to any payment demanded under this Section 4.01 on or before the date such payment is due, then the Company and its Commitmentthe Administrative Agent or Lender demanding such payment shall enter into discussions to review the amount due and the Company’s obligation to pay such amount to the Administrative Agent or such Lender shall be deferred for 30 days after the original demand for payment and (b) if the Company and the Administrative Agent or such Lender do not otherwise reach agreement on the amount due during such 30 day period, the Company shall pay to the Administrative Agent or such Lender at the end of such 30 day period the amount certified by the Administrative Agent or such Lender to be due. Subject to the last proviso in the preceding sentence, a certificate as to such amounts submitted to the Company and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For all purposes of this Section 4.01 and Section 4.02 below, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by any United States or foreign regulatory authorities under, in connection with or implementing Basel III, shall in each case be deemed to have been adopted after the Closing Date regardless of the date enacted, adopted, issued or implemented.