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), or any interpretation thereof, or the compliance of any Lender or Issuer therewith, (i) subjects any Lender or Issuer or any applicable Lending Office to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office), or changes the basis of taxation of payments to any Lender or Issuer in respect of its Loans or Facility 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 Issuer or any applicable Lending Office (other than reserves and assessments taken into account in determining the interest rate applicable to Loans), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office of making, funding or maintaining loans or issuing or participating in letters of credit or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office in connection with loans, or requires any Lender or Issuer or any applicable Lending Office to make any payment calculated by reference to the amount of loans held, letters of credit issued or interest received by it, by an amount deemed material by such Lender or Issuer, then, within fifteen (15) days of demand by such Lender or Issuer, the Borrower shall pay such Lender or Issuer that portion of such increased expense incurred or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Credit.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or Issuer therewith,applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or Issuer any applicable Lending Installation or the Issuing Bank in respect of its Loans or LIBOR Loans, Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LoansLIBOR Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank of making, funding or maintaining loans its LIBOR Loans, or of issuing or participating in letters Facility Letters of credit Credit, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank in connection with loansits LIBOR Loans, Facility Letters of Credit or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank to make any payment calculated by reference to the amount of loans heldLIBOR Loans, letters Facility Letters of credit issued Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or Issuerthe Issuing Bank as the case may be, and the result of any of the foregoing would be to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations therein, then, within fifteen (15) 15 days of after demand by such Lender or Issuerthe Issuing Bank, as the case may be, the Borrower shall pay such Lender or Issuer that portion of the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any interpretation thereof, or the compliance of by any Lender or Issuer therewith, (ia) subjects any Lender or Issuer or any applicable Lending Office Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending OfficeLender, franchise taxes and branch profit taxes), or changes the basis of taxation of payments to any Lender or Issuer any applicable Lending Installation in respect of its Loans or Facility Letters of Credit Loans, L/C Interests 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 Issuer or any applicable Lending Office Installation (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iiic) imposes any other condition condition, in each case, the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation of making, funding or maintaining loans Loans or issuing or participating in letters Letters of credit Credit or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation in connection with loansLoans or Letters of Credit, or requires any Lender or Issuer or any applicable Lending Office Installation to make any payment calculated by reference to the amount of loans Loans or Letters of Credit held, letters of credit issued or interest received by it, by an amount deemed material by such Lender or IssuerLender, then, within fifteen (15) 15 days of demand by such Lender or IssuerLender, the Borrower shall pay such Lender or Issuer that portion of such increased expense incurred or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans Loans, its L/C Interests, the Letters of Credit and its Commitment and issuing or participating in Letters of CreditCommitment.

Yield Protection. If If, after the date of this Agreement (or, in the case of any assignee, after the date it became a party to this Agreement), the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or any LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office), or changes the basis of taxation of payments to any Lender or Issuer in respect of its Loans or Facility 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 Issuer or any applicable Lending Office Installation (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iiiii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters Letters of credit Credit, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation in connection with loansits Eurodollar Loans, Letters of Credit or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters Letters of credit issued Credit or participations therein held or interest or LC Fees received by it, in each case by an amount deemed material by such Lender or such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Letters of Credit or participations therein, then, within fifteen (15) 30 days of written demand by such Lender or such LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable received. Notwithstanding the foregoing, this Section 3.1 shall not apply to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditany tax-related matters.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or the LC Issuer therewith,or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans or Facility Eurodollar Loans, Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters Letters of credit Credit, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Letters of Credit or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters Letters of credit issued Credit or participations therein held or interest or fees received by it, by an amount deemed material by such Lender, or the LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment, or of issuing or participating in Letters of Credit, or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment or Letters of Credit or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the case may be, Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower Taxes (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Officeincluding UK Tax), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurocurrency Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurocurrency Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurocurrency Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans, Revolving Loan Commitment or Term Loan Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans, Revolving Loan Commitment or Term Loan Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the Borrower case may be, the Borrowers shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, or the compliance LC Issuer, or applicable Lending Installation, with any request or directive (whether or not having the force of law) of any Lender such authority, central bank or Issuer therewith,comparable agency: (i) subjects any Lender or Issuer Lender, the LC Issuer, or any applicable Lending Office Installation, to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender Lender, or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Lender, or Issuer the LC Issuer, or any applicable Lending Office Installation (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer Lender, the LC Issuer, or any applicable Lending Office Installation, of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer Lender, the LC Issuer, or any applicable Lending Office Installation, in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer Lender, the LC Issuer, or any applicable Lending Office Installation, to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participation therein held or interest of LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer, or applicable Lending Installation, as the case may be, of making or maintaining its Eurodollar Loans or of issuing or participating in Facility LCs, or to reduce the return received by such Lender, LC Issuer, or applicable Lending Installation, as the case may be, in connection with such Eurodollar Loans, the Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender Lender, or the LC Issuer, as the case may be, the Borrower shall pay such Lender Lender, or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

Yield Protection. If (i) any law change in any law, governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) in effect on the Agreement Execution Date, or a change in any interpretation thereof, or the compliance by any Lender therewith, or (ii) the enactment following the Agreement Execution Date of any new law, governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, or the compliance of by any Lender or Issuer therewith,, results in: (i) subjects any Lender or Issuer or any applicable Lending Office Installation being subjected to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending OfficeInstallation), or changes the basis of taxation of payments to any Lender or Issuer in respect of its Loans or Facility Letters of Credit or other amounts due it hereunderhereunder being changed, 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 Issuer or any applicable Lending Office Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Loans)Fixed Rate Advances) being imposed, increased or deemed applicable, or (iii) imposes any other condition being imposed the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation of making, funding or maintaining loans or issuing or participating in letters of credit or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation in connection with loans, or requires any Lender or Issuer or any applicable Lending Office Installation being required to make any payment calculated by reference to the amount of loans held, letters of credit issued held or interest received by it, by an amount deemed material by such Lender or IssuerLender, then, within fifteen (15) 30 days of demand by such Lender or IssuerLender, the Borrower shall pay such Lender or Issuer that portion of such increased expense incurred or reduction in an amount received which such Lender or Issuer reasonably in good faith determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of CreditCommitment.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the case may be, Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or any LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or such LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or such LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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

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

Yield Protection. If If, on or after the Closing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office), or changes the basis of taxation of payments to any Lender or Issuer in respect of its Loans or Facility 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iiiii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation of making, funding or maintaining loans its Revolving Loan Commitment or Eurodollar Loans or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Revolving Loan Commitment or Eurodollar Loans or Facility LCs (including participations therein), or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans held, letters of credit issued Revolving Loan Commitment or Eurodollar Loans or Facility LCs (including participations therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, as applicable. and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer of making or maintaining its Eurodollar Loans or Revolving Loan Commitment or of issuing or participating in Facility LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or LC Issuer in connection with such Eurodollar Loans or Revolving Loan Commitment, or Facility LCs (including participations therein), then, within fifteen (15) days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender or LC Issuer, the Borrower shall pay such Lender or LC Issuer that portion of such additional amount or amounts as will compensate such Lender or LC Issuer for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or Issuer therewith,applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or Issuer the Issuing Bank in respect of its Loans or LIBOR Loans, Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LoansFixed Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank of making, funding or maintaining loans its Fixed Rate Loans, or of issuing or participating in letters Facility Letters of credit Credit, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank in connection with loansits Fixed Rate Loans, Facility Letters of Credit or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank to make any payment calculated by reference to the amount of loans heldFixed Rate Loans, letters Facility Letters of credit issued Credit or participations therein held or interest or Facility Letter of Credit Fees received by it, by an amount deemed material by such Lender or Issuerthe Issuing Bank as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its Fixed Rate Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such Fixed Rate Loans, Commitment, Facility Letters of Credit or participations therein, then, within fifteen (15) 30 days of demand by such Lender or Issuerthe Issuing Bank, as the case may be, the Borrower shall pay such Lender or Issuer that portion of the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Fixed Rate Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansFixed Rate Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Fixed Rate Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Fixed Rate Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldFixed Rate Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Fixed Rate Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Fixed Rate Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), any change in the interpretation, promulgation, implementation or any interpretation 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 enacted, adopted or issued, by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency related to such new adoption, interpretation or decision (a “Regulatory Change”): (ia) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurocurrency Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurocurrency Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurocurrency Loans, or of issuing or participating in letters of credit or Facility LCs, reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurocurrency Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

Yield Protection. If (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or any LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any LC Issuer in respect of its Loans Eurocurrency Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer of making, funding or maintaining loans its Eurocurrency Loans or Commitment, or of issuing or participating in letters Facility LCs, (including, without limitation, any conversion of credit any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer in connection with loansits Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to make any payment calculated by reference to the amount of loans heldEurocurrency Loans, letters of credit issued Facility LCs or participations therein held or interest or LCs Fees received by it, by an amount deemed material by such Lender or such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurocurrency Loans, Commitment, Facility Fees or participations therein, then, within fifteen (15) 15 days of demand by such Lender or such LC Issuer, as the Borrower case may be, the Borrowers shall pay such Lender or Issuer that portion of such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such LC Issuer, as the case may be, for the actual increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment or Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

Yield Protection. If If, on or after the Closing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency made after the Closing Date: (ia) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably 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 Loans and its Commitment and issuing or participating shall include in Letters such notice a calculation of Creditsuch additional amounts in reasonable detail.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or any LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or fees received by it, by an amount deemed material by such Lender or such LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs, or to reduce the return received by such Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or such LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or any LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein, held or interest or LC Fees received by it, by an amount deemed material by such Lender or any LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) days of demand by such Lender or such LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

Yield Protection. If If, on or after the Closing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Fixed Rate Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansFixed Rate Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Fixed Rate Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Fixed Rate Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldFixed Rate Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, 44 and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Fixed Rate Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Fixed Rate Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the Borrower case may be, the Borrowers shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation, promulgation, implementation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation thereofor administration 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 the compliance of any by Lender or Issuer therewith, (i) subjects any Lender or Issuer or any applicable Lending Office Installation) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: a. subjects Lender (or any applicable Lending Installation) to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to any Excluded Taxes) to Lender or Issuer in respect of its Loans the Loan or Facility Letters of Credit or other amounts due it hereunderparticipations therein, or (ii) b. imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuer (or any applicable Lending Office (other than reserves and assessments taken into account in determining the interest rate applicable to LoansInstallation), or (iii) c. imposes any other condition the result of which is to increase the cost to any Lender or Issuer (or any applicable Lending Office Installation) of making, funding or maintaining loans or issuing or participating in letters of credit the Loan or reduces any amount receivable by any Lender or Issuer (or any applicable Lending Office Installation) in connection with loansthe Loan or participations therein, or requires any Lender or Issuer (or any applicable Lending Office Installation) to make any payment calculated by reference to the amount of loans held, letters of credit issued or interest received by it, the Loan by an amount deemed material by such Lender, and the result of any of the foregoing is to increase the cost to Lender (or Issuerthe applicable Lending Installation) of making or maintaining the Loan or to reduce the return received by Lender (or the applicable Lending Installation), as the case may be, in connection with the Loan, then, within fifteen (15) 15 days of demand by such Lender or IssuerLender, the Borrower shall pay Lender such additional amount or amounts as will compensate Lender or Issuer that portion of for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

Yield Protection. If If, on or after the Closing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or any LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office), or changes the basis of taxation of payments to any Lender or Issuer in respect of its Loans or Facility 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 Issuer or any applicable Lending Office Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iiiii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or Lender, any applicable Lending Office Installation or any LC Issuer of making, funding or maintaining loans its Commitment or Eurodollar Loans or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer in connection with loansits Commitment or Eurodollar Loans or Facility LCs (including participations therein), or requires any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to make any payment calculated by reference to the amount of loans held, letters of credit issued Commitment or Eurodollar Loans or Facility LCs (including participations therein) held or interest or LC Fees received by it, in each case, by an amount deemed material by such Lender or such LC Issuer, as applicable, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or LC Issuer in connection with such Eurodollar Loans or Commitment, or Facility LCs (including participations therein), but in all events, excluding any increase in cost or reduction in return with respect to taxes and amounts relating thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5), then, within fifteen (15) 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender or LC Issuer, the Borrower shall pay such Lender or LC Issuer that portion of such additional amount or amounts as will compensate such Lender or LC Issuer for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

Yield Protection. If If, on or after the Closing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or any LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any LC Issuer in respect of its Loans Revolving Loan Commitments, Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances) with respect to its Revolving Loan Commitment, Loans), Facility LCs or participations therein, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or Lender, any applicable Lending Office Installation or any LC Issuer of making, funding or maintaining loans its Revolving Loan Commitment, Loans or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer in connection with loansits Revolving Loan Commitment or Loans or Facility LCs (including participations therein), or requires any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to make any payment calculated by reference to the amount of loans held, letters of credit issued Revolving Loan Commitment or Loans or Facility LCs (including participations therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or such LC Issuer, as applicable, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer of making or maintaining its Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than euro into a Loan denominated in euro) or Revolving Loan Commitment or of issuing or participating in Facility LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or LC Issuer in connection with such Loans, Revolving Loan Commitment or Facility LCs (including participations therein), then, within fifteen (15) 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender or LC Issuer, the Borrower Borrowers shall pay such Lender or LC Issuer that portion of such additional amount or amounts as will compensate such Lender or LC Issuer for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

Yield Protection. If the adoption of or change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, or the compliance of any Lender therewith, including, without limitation, the adoption after the Agreement Execution Date of any rule, regulation, policy, guideline or Issuer therewith,directive promulgated under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (collectively, “Change in Law”): (i) subjects any Lender or Issuer or any applicable Lending Office Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal and state taxation of the overall net income of any Lender or Issuer or applicable Lending OfficeInstallation), or changes the basis of such taxation of payments to any Lender or Issuer in respect of its Loans or Borrowings, its interest in the Facility 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 Issuer or any applicable Lending Office Installation (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurocurrency Borrowings), or (iii) imposes any other condition condition, and the result of which is to increase the cost to of any Lender or Issuer or any applicable Lending Office Installation of making, funding or maintaining loans or issuing or participating in letters of credit or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation in connection with loans, or requires any Lender or Issuer or any applicable Lending Office Installation to make any payment calculated by reference to the amount of loans held, letters Letters of credit Credit issued or participated in or interest received by it, by an amount deemed material by such Lender or IssuerLender, then, within fifteen (15) days of demand by such Lender or IssuerLender, the Borrower shall pay such Lender or Issuer that portion of such increased expense incurred or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans Borrowings and its Commitment and issuing or participating in Letters of CreditCommitment.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the Borrower shall case may be, the Borrowers jointly and severally agree to pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

Yield Protection. If If, on or after the Closing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office A&R CREDIT AGREEMENT 44 Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) days of demand by such Lender or the LC Issuer, as the Borrower case may be, the Borrowers shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be. and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

Yield Protection. If (a) If, on or after the date of this Agreement, the adoption of any law Law or any governmental or quasi-governmental rule, regulation, policy, guideline policy or directive (whether or not having the force of lawLaw), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of Law) of any such authority, central bank or comparable agency (any such event, a “Change in Law”): (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurocurrency Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of maintaining its Commitment or making, funding or maintaining loans its Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to its Commitment or the amount of loans heldEurocurrency Loans, letters of credit issued Facility LCs or participations therein held or interest or LC fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loan, or Commitment, Facility LCs or participations therein, then, within fifteen (15) 30 days of demand by such Lender or the LC Issuer, as the case may be, the relevant Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer that portion of for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of 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, provided, however, that no Lender or LC Issuer shall be entitled to receive any such increased costs to the extent incurred more than 180 days prior to the date that such Lender or LC Issuer reasonably determines makes such a demand, provided, further, that if a change in law giving rise to such increased cost is attributable retroactive, then the 180 day period referred to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters above shall be extended to include the period of Creditretroactive 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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation of the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the Borrower case may be, the Borrowers shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

Yield Protection. If Subject to the provisions of Section 3.6, if, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or Issuer therewith, applicable Lending Installation with any request or directive (iwhether or not having the force of law) of any such authority, central bank or comparable agency: (a) subjects any Lender or Issuer or any applicable Lending Office Installation party hereto to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender or Issuer in respect of its Loans SOFR Rate Loans, or Facility Letters of Credit or other amounts due it hereunder, or (iib) imposes or increases or deems makes applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuer or any applicable Lending Office Installation (other than any other reserves and assessments taken into account in determining the interest rate applicable to LoansSOFR Rate Advances, if any), or or (iiic) imposes any other condition the direct result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation of making, funding or maintaining loans or issuing or participating in letters of credit its SOFR Rate Loans, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation in connection with loansits SOFR Rate Loans, or requires any Lender or Issuer or any applicable Lending Office Installation to make any payment calculated by reference to the amount of loans held, letters of credit issued or interest received by itSOFR Rate Loans, by an amount deemed a material amount, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its SOFR Rate Loans or Commitment or to reduce the return received by such Lender or Issuerapplicable Lending Installation in connection with such SOFR Rate Loans or Commitment, then, within fifteen (15) days subject to the provisions of demand by such Lender or IssuerSection 3.6, the Borrower shall pay such Lender such additional amount or Issuer that portion of amounts as will compensate such Lender for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

Yield Protection. If (a) If, on or after the ---------------- date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurocurrency Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurocurrency Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs, or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans, Commitment or Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any interpretation thereof, or the compliance of any Lender or Issuer therewith,Change in Law: (i) subjects the Administrative Agent, any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to any taxtaxes, dutyduties, charge levies, imposts, deductions, fees, assessments, charges or withholding withholdings, and any and all liabilities with respect to the foregoing, on or from payments due from the Borrower (excluding federal taxation its loans, loan principal, letters of the overall net income of any Lender or Issuer or applicable Lending Office)credit, commitments, or changes the basis of taxation of payments to any Lender other obligations, or Issuer in respect of its Loans deposits, reserves, other liabilities or Facility Letters of Credit capital attributable thereto (other than (A) Taxes, (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 deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer of making, funding or maintaining loans its Loans or Commitment, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer in connection with loansits Loans or Commitment, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to make any payment calculated by reference to the amount of loans heldLoans or Commitment, letters of credit issued Facility LCs or participants therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to the Administrative Agent, such Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making, continuing, converting into or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by the Administrative Agent, such Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) days of demand by the Administrative Agent, such Lender, or LC Issuer the Borrowers shall pay, the Administrative Agent, such Lender or IssuerLC Issuer such additional amount or amounts as will compensate the Administrative Agent, the Borrower shall pay such Lender or such LC Issuer, as the case may be, for such increased cost or reduction in amount received; provided, that the Borrowers shall not be required to compensate a Lender or LC Issuer under this Section for any increased costs or reductions incurred more than 90 days prior to the date that portion such Lender or LC Issuer notifies the Company in writing of such increased expense incurred costs or reductions and of such Lender’s or LC Issuer’s intention to claim compensation therefor; provided, further, that if such adoption or such change giving rise to such increased costs or reduction in an amount received which is retroactive such Lender or Issuer reasonably determines is attributable 90-day period shall be extended to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters include the period of Creditretroactive effect.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest received by it, by an amount deemed material by such Lender or the LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in the Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein, held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, as the case may be. and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment or Facility LCs or participations therein, then, if such Lender, applicable Lending Institution or the LC Issuer makes demand on the Borrower within fifteen (15) 180 days of such occurrence, within 30 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to makingreceived, funding and maintaining its Loans and its Commitment and issuing or participating in Letters but without duplication, including by reason of Creditthe provisions of any other Section of this Article III.

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), any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation thereof, or the administration thereof or compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency related to such new adoption, interpretation or decision: (ia) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurocurrency Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurocurrency Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurocurrency Loans, or of issuing or participating in letters of credit or Facility LCs, reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurocurrency Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any interpretation thereof, or the compliance of any Lender or Issuer therewith,Change in Law: (i) subjects the Administrative Agent, any Lender or Issuer or any applicable Lending Office to any taxtaxes, dutyduties, charge levies, imposts, deductions, assessments, fees, charges or withholding withholdings, and all liabilities with respect thereto (other than (A) Taxes, (B) Excluded Taxes or (C) Other Taxes) on or from payments due from the Borrower (excluding federal taxation its loans, loan principal, letters of the overall net income of any Lender or Issuer or applicable Lending Office)credit, commitments, or changes the basis of taxation of payments other obligations, or its deposits, reserves, other liabilities, capital or liquidity attributable to any Lender making, converting, funding or Issuer in respect of maintaining its Loans Borrowings or Facility Letters of Credit or other amounts due it hereunderits Term Loan Commitment, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuer or any applicable Lending Office (other than reserves and assessments taken into account in determining the interest rate applicable to LoansTerm SOFR Borrowings or Adjusted Daily Simple SOFR Borrowings), or (iii) imposes any other condition condition, and the result of which is to increase the cost to of any Lender or Issuer or any applicable Lending Office of making, funding or maintaining loans or issuing or participating in letters of credit or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office in connection with loans, or requires any Lender or Issuer or any applicable Lending Office to make any payment calculated by reference to the amount of loans held, letters of credit issued held or interest received by it, by an amount deemed material by such Lender or IssuerLender, then, within fifteen (15) days of demand by the Administrative Agent or such Lender or IssuerLender, the Borrower shall pay the Administrative Agent or such Lender or Issuer that portion of such increased expense incurred or reduction in an amount received which the Administrative Agent or such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans Borrowings and its Term Loan Commitment (which determination shall be made in good faith (and issuing not on an arbitrary or participating in Letters capricious basis) and consistent with similarly situated customers of Creditthe applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant).

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), or any interpretation thereof, or the compliance of any Lender or Issuer therewith,Change in Law: (i) subjects the Administrative Agent, any Lender or Issuer or any applicable Lending Office to any taxtaxes, dutyduties, charge levies, imposts, deductions, assessments, fees, charges or withholding withholdings, and all liabilities with respect thereto (other than (A) Taxes, (B) Excluded Taxes or (C) Other Taxes) on or from payments due from the Borrower (excluding federal taxation its loans, loan principal, letters of the overall net income of any Lender or Issuer or applicable Lending Office)credit, commitments, or changes the basis of taxation of payments other obligations, or its deposits, reserves, other liabilities, capital or liquidity attributable to any Lender making, converting, funding or Issuer in respect of maintaining its Loans Borrowings or Facility Letters of Credit or other amounts due it hereunderits Revolving Commitment, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuer or any applicable Lending Office (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurocurrencyTerm SOFR Borrowings or Adjusted Daily Simple SOFR Borrowings), or (iii) imposes any other condition condition, and the result of which is to increase the cost to of any Lender or Issuer or any applicable Lending Office of making, funding or maintaining loans or issuing or participating in letters of credit or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office in connection with loans, or requires any Lender or Issuer or any applicable Lending Office to make any payment calculated by reference to the amount of loans held, letters Letters of credit Credit issued or participated in or interest received by it, by an amount deemed material by such Lender or IssuerLender, then, within fifteen (15) days of demand by the Administrative Agent or such Lender or IssuerLender, the Borrower shall pay the Administrative Agent or such Lender or Issuer that portion of such increased expense incurred or reduction in an amount received which the Administrative Agent or such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans Borrowings and its Revolving Commitment (which determination shall be made in good faith (and issuing not on an arbitrary or participating in Letters capricious basis) and consistent with similarly situated customers of Creditthe applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant).

Yield Protection. If If, on or after the Closing Date, the adoption ---------------- of or any change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change 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 the compliance of any Lender or Issuer therewith, (i) subjects any Lender or Issuer or any Participant or applicable Lending Office Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (a) subjects the Issuer or any Participant or any applicable Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or Issuer Letter of Credit Provider in respect of its Loans or interest in the Facility 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, the Issuer, any Lender or Issuer Participant or any applicable Lending Office (other than reserves and assessments taken into account in determining the interest rate applicable to Loans)Installation, or (iiic) imposes any other condition the result of which is to increase the cost to the Issuer, any Lender or Issuer Participant or any applicable Lending Office of making, funding or maintaining loans or Installation issuing or participating in letters Facility Letters of credit Credit or reduces any amount receivable by the Issuer, any Lender or Issuer Participant or any applicable Lending Office Installation in connection with loansany Facility Letters of Credit, or requires the Issuer, any Lender or Issuer Participant or any applicable Lending Office Installation to make any payment calculated by reference to the amount of loans held, letters Facility Letters of credit Credit issued or participated in or interest received by it, in each case, by an amount reasonably deemed material by the Issuer or such Lender Participant, and the result of any of the foregoing is to increase the cost to the Issuer or Issuersuch Participant or applicable Installation of funding and maintaining its interest in the Facility Letters of Credit and its pro rata share of the Aggregate Facility Letter of Credit Commitment or to reduce the return received by the Issuer or such Participant or applicable Installation in connection with funding and maintaining its interest in the Facility Letters of Credit and its pro rata share of the Aggregate Facility Letter of Credit Commitment, then, within fifteen (15) 15 days of demand by the Issuer or such Lender or IssuerParticipant, the Borrower Company shall pay the Issuer or such Lender Participant such additional amount or amounts as will compensate the Issuer that portion of or such Participant for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any interpretation thereof, or the compliance of any Lender or Issuer therewith, (i) subjects any Lender or Issuer or any applicable Lending Office Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending OfficeInstallation), or changes the basis of taxation of payments to any Lender or Issuer in respect of its Loans or its participation in Facility 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 Issuer or any applicable Lending Office Installation (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation of making, funding or maintaining loans or issuing or participating in letters Letters of credit Credit or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation in connection with loansloans or Letters of Credit, or requires any Lender or Issuer or any applicable Lending Office Installation to make any payment calculated by reference to the amount of loans held, letters Letters of credit Credit issued or participated in, or interest received by it, by an amount deemed material by such Lender or IssuerLender, then, within fifteen (15) 30 days of demand by such Lender or IssuerLender, the Borrower shall pay such Lender or Issuer that portion of such increased expense incurred or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and Loans, its Commitment and issuing or participating participation in Facility Letters of Credit, and its Commitment. No Lender shall be entitled to demand compensation or be compensated under this Section 3.1 to the extent that such compensation relates to any period of time more than 60 days prior to the date upon which such Lender first notified the Borrower of the occurrence of the event entitling such Lender to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the application of any event so notified to the Borrower that by its terms is retroactive).

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith, with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Fixed Rate Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Fixed Rate Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Fixed Rate Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldFixed Rate Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Fixed Rate Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or LC Issuer, as the case may be, in connection with such Fixed Rate Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or Issuerthe LC Issuer (which demand shall be accompanied by a statement of the basis for, and calculation in reasonable detail of, the amount being demanded), the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer that portion of for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

Yield Protection. If If, after the date of this Agreement, there occurs any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, or the compliance of any Lender or Issuer therewith,Change in Law which: (ia) subjects any Lender or Issuer or any applicable Lending Office Installation, any LC Issuer, or the Administrative Agent to any taxTaxes (other than with respect to Indemnified Taxes, dutyTaxes described in clauses (ii) through (iv) of the definition of Excluded Taxes, charge or withholding and Other Connection Taxes that are imposed on or from payments due from the Borrower (excluding federal taxation of the overall measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes) on its loans, loan principal, letters of any Lender or Issuer or applicable Lending Office)credit, commitments, or changes the basis of taxation of payments to any Lender other obligations, or Issuer in respect of its Loans deposits, reserves, other liabilities or Facility Letters of Credit 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 against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansSOFR Advances), or (iiic) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer of making, funding or maintaining loans its SOFR Loans or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer in connection with loansits SOFR Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to make any payment calculated by reference to the amount of loans heldSOFR Loans, letters of credit issued Facility LCs or participations therein or interest or LC Fees received by it, by an amount deemed material by such Lender or such LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs or participations therein, then, within fifteen thirty (1530) days after receipt by the Borrower of written demand by such Lender or IssuerPerson in accordance with Section 3.6, the Borrower shall pay such Lender Person, as the case may be, such additional amount or Issuer that portion of amounts as will compensate such Person for such increased expense incurred cost or reduction in an amount received which received, as such Lender or Issuer Person reasonably determines (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of such 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). Failure or delay on the part of any such 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 Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor in accordance herewith; provided further, that if the Change in Law giving rise to such increased costs or reductions is attributable retroactive, then the 270-day period referred to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters above shall be extended to include the period of Creditretroactive 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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein, held or interest or LC Fees received by it, by an amount deemed material by such Lender or Issuerthe LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer as the case may be, of making or maintaining its Eurodollar Loans or Commitment as of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 30 days of demand by such Lender or Issuerthe LC Issuer as the case may be, and delivery to the Borrower of a certified calculation of the amounts owed hereunder, the Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender or the LC Issuer that portion of as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or Issuer therewith,applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or Issuer the Issuing Bank in respect of its Loans or LIBOR Loans, Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LoansLIBOR Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank of making, funding or maintaining loans its LIBOR Loans, or of issuing or participating in letters Facility Letters of credit Credit, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank in connection with loansits LIBOR Loans, Facility Letters of Credit or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank to make any payment calculated by reference to the amount of loans heldLIBOR Loans, letters Facility Letters of credit issued Credit or participations therein held or interest or fees received by it, by an amount deemed material by such Lender or Issuerthe Issuing Bank as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations therein, then, within fifteen (15) 15 days of after written demand by such Lender or Issuerthe Issuing Bank, as the case may be, describing the basis for such demand the Borrower shall pay such Lender or Issuer that portion of the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

Yield Protection. If If, on or after the Closing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi- governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office), or changes the basis of taxation of payments to any Lender or Issuer in respect of its Loans or Facility 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iiiii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation of making, funding or maintaining loans its Revolving Loan Commitment or Eurodollar Loans or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Revolving Loan Commitment or Eurodollar Loans or Facility LCs (including participations therein), or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans held, letters of credit issued Revolving Loan Commitment or Eurodollar Loans or Facility LCs (including participations therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, as applicable. and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer of making or maintaining its Eurodollar Loans or Revolving Loan Commitment or of issuing or participating in Facility LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or LC Issuer in connection with such Eurodollar Loans or Revolving Loan Commitment, or Facility LCs (including participations therein), then, within fifteen (15) days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender or LC Issuer, the Borrower shall pay such Lender or LC Issuer that portion of such additional amount or amounts as will compensate such Lender or LC Issuer for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs_or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Fixed Rate Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Fixed Rate Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Fixed Rate Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldFixed Rate Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Fixed Rate Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Fixed Rate Loans, Commitment, or Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

Yield Protection. If If, after the Closing Date, the adoption of or any change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, or the compliance of any Lender or Issuer therewith, (ia) subjects any such Lender or Issuer or any applicable Lending Office Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any such Lender or Issuer or applicable Lending OfficeInstallation imposed by the jurisdiction in which such Lender or Lending Installation is incorporated or has its principal place of business), or changes the basis of taxation of principal, interest or any other payments to any such Lender or Issuer Lending Installation in respect of its Loans or Loans, its interest in the Facility 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 such Lender or Issuer or any applicable Lending Office Installation (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any such Lender or Issuer or any applicable Lending Office Installation of making, funding or maintaining loans Loans or issuing or participating in letters Facility Letters of credit Credit or reduces any amount receivable by any such Lender or Issuer or any applicable Lending Office Installation in connection with loansany Loans or Facility Letters of Credit, or requires any such Lender or Issuer or any applicable Lending Office Installation to make any payment calculated by reference to the amount of loans Loans held, letters Facility Letters of credit Credit issued or participated in or interest received by it, by an amount deemed material by such Lender or IssuerLender, then, within fifteen (15) 20 days of demand by such Lender or IssuerLender, the Borrower shall pay such Lender or Issuer that portion of such increased expense incurred or reduction resulting in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans Loans, its interest in the Facility Letters of Credit and its Commitment and issuing or participating in Letters of CreditCommitment.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i1) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Fixed Rate Loans, Facility LCs or Facility Letters of Credit or other amounts due it hereunderparticipations therein, or (ii2) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the LC Issuer or any applicable Lending Office Installation (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii3) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Fixed Rate Loans or of issuing or participating in letters of credit Facility LCs or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Fixed Rate Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldFixed Rate Loans, letters of credit issued Facility LCs or participations therein held or interest received by it, by an amount deemed material by such Lender or the LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Fixed Rate Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation in connection with such Fixed Rate Loans, Commitment, Facility LCs or participations therein then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender such additional amount or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any interpretation thereof, or the compliance of any Lender or Issuer therewithBank with such, (i) subjects any Lender or Bank, the LC Issuer or any applicable Lending Office Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office), Taxes or changes the basis of taxation of payments to any Lender Bank or the LC Issuer in respect of its Loans or Credit Extensions (including any participations in Facility Letters of Credit 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 by, any Lender or Bank, the LC Issuer or any applicable Lending Office Installation (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Bank, the LC Issuer or any applicable Lending Office Installation of making, funding or maintaining loans or issuing or participating Credit Extensions (including any participations in letters of credit Facility LCs) or reduces any amount receivable by any Lender or Bank, the LC Issuer or any applicable Lending Office Installation in connection with loansCredit Extensions (including any participations in Facility LCs), or requires any Lender or Bank, the LC Issuer or any applicable Lending Office Installation to make any payment calculated by reference to the amount of loans held, letters of credit issued Credit Extensions (including any participations in Facility LCs) held or interest received by it, by an amount deemed material by such Lender Bank or the LC Issuer, except any special charge imposed on a Bank or the LC Issuer separate from the Assessment Rate that is imposed on such Bank or the LC Issuer, as applicable, as a result of its non-performing loans or (iv) affects the amount of capital required or expected to be maintained by any Bank, the LC Issuer or Lending Office or any corporation controlling any Bank or the LC Issuer and such Bank or the LC Issuer, as applicable, determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make Credit Extensions (including any participations in Facility LCs) hereunder or of commitments of this type, then, within fifteen (15) 15 days of demand by such Lender Bank or the LC Issuer, as applicable, the Borrower Company shall pay such Lender Bank or Issuer the LC Issuer, as applicable, that portion of such increased expense incurred (including, in the case of Section 3.1(iv), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such change in regulation after taking into account such Bank's or the LC Issuer's policies as to capital adequacy) or reduction in an amount received which such Lender Bank or Issuer reasonably the LC Issuer, as applicable, determines is attributable to making, funding and maintaining its Loans Credit Extensions and its Commitment and issuing Commitment. The Company will not be liable for any amounts incurred by the Banks or participating in Letters the LC Issuer more than one year prior to the receipt by the Company of Credita notice from the Bank or the LC Issuer, as applicable, demanding payment of such amounts.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the compliance force of law) of any Lender such authority, central bank or Issuer therewith,comparable agency: (i) subjects any Lender or LC Issuer or any applicable Lending Office Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or Issuer in respect of its Loans or Loans, its LC Interests, the Facility Letters of Credit LCs or other amounts due it hereunder, hereunder or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, Swing Line Lender, LC Issuer or any applicable Lending Office Installation (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Lender, Swing Line Lender, LC Issuer or any applicable Lending Office Installation of making, funding or maintaining loans its Loans, LC Interests or issuing or participating in letters of credit the Facility LCs or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation in connection with loansits Loans, LC Interests or the Facility LCs or requires any Lender or Issuer or any applicable Lending Office Installation to make any payment calculated by reference to the amount of loans heldLoans, letters of credit issued LC Interests or Facility LCs held or interest received by it, by an amount deemed material by such Lender, and the result of any of the foregoing is to increase the cost to such Lender or Issuerapplicable Lending Installation of making or maintaining its Loans, LC Interests, Facility LCs or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such Loans, LC Interests, Facility LCs or Commitment, then, within fifteen (15) 15 days of demand by such Lender or IssuerLender, the Borrower shall pay such Lender such additional amount or Issuer that portion of amounts as will compensate such Lender for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

Yield Protection. If (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurocurrency Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurocurrency Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurocurrency Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the Borrower case may be, the Borrowers shall pay such Lender such additional amount or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived. (b) NON-U.S. RESERVE COSTS OR FEES WITH RESPECT TO LOANS TO NON-U.S.

Yield Protection. If If, on or after the Closing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Office or any LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office or any LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any LC Issuer in respect of its Loans LIBOR Loans, Facility LC's or Facility Letters of Credit 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 Issuer or any applicable Lending Office or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansLIBOR Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office or any LC Issuer of making, funding or maintaining loans its Commitment or LIBOR Loans, or of issuing or participating in letters of credit Facility LC's, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office or any LC Issuer in connection with loansits Commitment or LEBOR Loans, Facility LC's or participations therein, or requires any Lender or Issuer or any applicable Lending Office or any LC Issuer to make any payment calculated by reference to the amount of loans heldCommitment or LIBOR Loans, letters of credit issued Facility LC's or participations therein held or interest received by it, by an amount deemed material by such Lender or any LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Office or such LC Issuer of making or maintaining its LIBOR Loans or Commitment or issuing or participating in Facility LC's or to reduce the return received by such Lender or applicable Lending Office or such LC Issuer, as the case may be, in connection with such LIBOR Loans or Commitment, then, within fifteen (15) days of demand by such Lender or such LC Issuer, the Borrower shall pay such Lender or such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or LC Issuer, as the case may be, for such increased cost or reduction in amount received, provided however, such Lender or LC Issuer that portion shall only be entitled to receive compensation from the Borrower for such increased costs for a period of 90 days prior to the date such Lender or LC Issuer made a demand for payment of such increased expense incurred costs plus such increased costs that accrue after the date of such demand by such Lender or LC Issuer, except that with respect to any retroactive change in any law, rule, regulation, policy, SIDLEY AUSTIN BROWN & WOOD gui▇▇▇▇▇▇ ▇▇ ▇▇rec▇▇▇▇ giving rise to increased costs to any such Lender or LC Issuer, the Borrower shall pay such Lender or LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or LC Issuer for such increased cost or reduction in an amount received which for the period from and including the effective date of such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditretroactive change.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or Issuer therewith,applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or Issuer the Issuing Bank in respect of its Loans or LIBOR Loans, Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LoansLIBOR Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank of making, funding or maintaining loans its LIBOR Loans, or of issuing or participating in letters Facility Letters of credit Credit, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank in connection with loansits LIBOR Loans, Facility Letters of Credit or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank to make any payment calculated by reference to the amount of loans heldLIBOR Loans, letters Facility Letters of credit issued Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or Issuerthe Issuing Bank as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations therein, then, within fifteen (15) 15 days of demand by such Lender or Issuerthe Issuing Bank, as the case may be, the Borrower shall pay such Lender or Issuer that portion of the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

Yield Protection. If (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or Issuer therewithapplicable Lending Installation with any new or changed request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (ia) subjects any Lender or Issuer or any applicable Lending Office Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal federal, state and local taxation of the overall net income of any Lender or Issuer or applicable Lending OfficeInstallation), or changes the basis of taxation of payments to any Lender or Issuer in respect of its Loans or Facility 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 Issuer or any applicable Lending Office Installation (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation of making, funding or maintaining loans or issuing or participating in letters of credit or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation in connection with loans, or requires any Lender or Issuer or any applicable Lending Office Installation to make any payment calculated by reference to the amount of loans held, letters of credit issued held or interest received by it, by an amount deemed material by such Lender or IssuerLender, then, within fifteen (15) 15 days of demand by such Lender or IssuerLender, the Borrower shall pay such Lender or Issuer that portion of such increased expense incurred or reduction in an amount received received, without duplication of any other amount claimed pursuant to this Section 3.1 or any other provision herein, which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitments. (b) If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive of any jurisdiction outside of the United States of America or any subdivision thereof (whether or not having the force of law) imposes or deems applicable any reserve requirement against or fee with respect to assets of, deposits with or for the account of, or credit extended by, any lender or any applicable Lending Installation, and the result of the foregoing is to increase the cost to such lender or applicable Lending Installation of making or maintaining its Multicurrency Loans to the Borrower or its Commitment and issuing or participating to reduce the return received by such Lender or applicable Lending Installation in Letters connection with such Multicurrency Loans or Commitment, then within 15 days of Creditdemand by such Lender, the Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received, provided that the Borrower shall not be required to compensate any lender for such reserve costs or fees to the extent that an amount equal to such reserve costs or fees is received by such lender as a result of the calculation of the interest rate applicable to Multicurrency Advances.

Yield Protection. If If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurocurrency Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurocurrency Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurocurrency Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurocurrency Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender Lender, or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans or of issuing or participating in letters of credit Facility LCs or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans held, letters of credit issued Eurodollar Loans held or interest received by it, by an amount deemed material by such Lender, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any such Lender or Issuer or any such applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to any Excluded Taxes) to such Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 such Lender or Issuer or any such applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any such Lender or Issuer or any such applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any such Lender or Issuer or any such applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any such Lender or Issuer or any such applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of after written demand by such Lender or the LC Issuer, as the case may be, showing in reasonable detail the computations supporting such Lender's or the LC Issuer's, as the case may be, claims of increased cost or reduction of return, the Borrower shall pay such Lender or Issuer that portion of 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, provided that the Borrower shall not be obligated to pay any such amount or amounts which are attributable to any period of time occurring more than one year prior to the date of receipt by the Borrower of such written demand except to the extent such increased cost or reduction in amount received which such Lender or Issuer reasonably determines is attributable the result of any of the matters referred to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditabove having retroactive effect.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), any change in the interpretation or administration thereof by any interpretation thereofgovernmental or quasi-governmental authority, central bank or comparable agency charged with 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 enacted, adopted or issued, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency related to such new adoption, interpretation or decision (a “Regulatory Change”): (ia) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurocurrency Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurocurrency Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurocurrency Loans, or of issuing or participating in letters of credit or Facility LCs, reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurocurrency Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the Borrower case may be, the Borrowers shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any interpretation thereof, or the compliance of any Lender, Swing Line Lender or LC Issuer therewith, (i) subjects any Lender, Swing Line Lender or LC Issuer or any its applicable Lending Office Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any such Lender, Swing Line Lender or LC Issuer or its applicable Lending OfficeInstallation imposed by the jurisdiction or taxing authority in which its principal executive office or Lending Installation is located), or changes the basis of taxation of payments to any Lender, Swing Line Lender or LC Issuer in respect of its Loans Loans, Facility LCs, or Facility Letters of Credit 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, Swing Line Lender or LC Issuer or any its applicable Lending Office Installation (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, Swing Line Lender or LC Issuer or any its applicable Lending Office Installation of making, funding or maintaining loans its Loans or of issuing or participating in letters of credit Facility LCs or Swing Line Loans, or reduces any amount receivable by any Lender, Swing Line Lender or LC Issuer or any its applicable Lending Office Installation in connection with loansits Loans, Facility LCs or participations therein, or requires any Lender, Swing Line Lender or LC Issuer or any its applicable Lending Office Installation to make any payment calculated by reference to the amount of loans heldLoans, letters of credit issued Facility LCs or participations therein held or interest received by it, by an amount deemed material by it, and the result of any of the foregoing is to increase the cost to such Lender Lender, Swing Line Lender, or IssuerLC Issuer or its applicable Lending Installation, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or Swing Line Loans or to reduce the return received by such Lender, Swing Line Lender, or LC Issuer or its applicable Lending Installation, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender Lender, Swing Line Lender, or LC Issuer, as the case may be, the Borrower shall pay such Lender Lender, Swing Line Lender, or Issuer that portion of LC Issuer, such additional amount or amounts as will compensate it for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment or Facility LCs or participations therein, then, if such Lender, applicable Lending Institution or the LC Issuer makes demand on the Borrower within fifteen (15) 180 days of such occurrence, within 30 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of such increased expense incurred or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Credit.pay

Yield Protection. If any law Change in Law or compliance by any governmental Lender or quasi-governmental rule, regulation, policy, guideline applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law), or any interpretation thereof, or the compliance ) of any Lender such authority, central bank or Issuer therewith,comparable agency: (ia) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (in each case, other than with respect to Excluded Taxes or Indemnified Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit or other amounts due it hereunder, participations 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), ; or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be; and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or Issuer therewith,applicable Lending Installation or any Fronting Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or Issuer or Lender, any applicable Lending Office Installation or any Fronting Bank to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or Issuer any Fronting Bank in respect of its Loans or Facility Fixed Rate Loans, Letters of Credit 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 Issuer or any applicable Lending Office Installation (other than reserves and assessments taken into account in determining the interest rate applicable to LoansFixed Rate Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or Lender, any applicable Lending Office Installation or any Fronting Bank of making, funding or maintaining loans its Fixed Rate Loans, or of issuing or participating in letters Letters of credit Credit, or reduces any amount receivable by any Lender or Issuer or Lender, any applicable Lending Office Installation or any Fronting Bank in connection with loansits Fixed Rate Loans, or requires any Lender or Issuer or Lender, any applicable Lending Office Installation or any Fronting Bank to make any payment calculated by reference to the amount of loans heldFixed Rate Loans, letters Letters of credit issued Credit or participations therein held or interest or Letter of Credit fees received by it, by an amount deemed material by such Lender or Issuersuch Fronting Bank, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, the applicable Lending Installation, or such Fronting Bank, as the case may be, of making or maintaining its Fixed Rate Loans or Commitment or of issuing or participating in Letters of Credit or to reduce the return received by such Lender, the applicable Lending Installation, or such Fronting Bank, as the case may be, in connection with such Fixed Rate Loans, Commitment, Letters of Credit or participations therein, then, within fifteen (15) 15 days of demand by such Lender or Issuersuch Fronting Bank, as the case may be, the Borrower Borrowers shall pay such Lender or Issuer that portion of such Fronting Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Fronting Bank, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Fixed Rate, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Loans), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Fixed Rate Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC issuer in connection with loansits Fixed Rate Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldFixed Rate Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Fixed Rate Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Fixed Rate Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the Borrower case may be, the Borrowers shall pay such Lender such additional amount or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi- governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or any LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer of making, funding or maintaining loans its Eurodollar Loans or Commitment, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer in connection with loansits Eurodollar Loans or Commitment, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans or Commitment, letters of credit issued Facility LCs or participants therein held or interest of LC Fees received by it, by an amount deemed material by such Lender or such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurodollar Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) days of demand by such Lender or IssuerLender, the Borrower Borrowers shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender or such LC Issuer, as the case may be, for such increased cost or reduction in amount received; provided, that portion the Borrowers shall not be required to compensate a Lender or LC Issuer under this Section for any increased costs or reductions incurred more than 90 days prior to the date that such Lender or LC Issuer notifies the Company in writing of such increased expense incurred costs or reductions and of such Lender's or LC Issuer's intention to claim compensation therefor; provided, further, that if such adoption or such change giving rise to such increased costs or reduction in an amount received which is retroactive such Lender or Issuer reasonably determines is attributable 90-day period shall be extended to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters include the period of Creditretroactive effect.

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), or any interpretation thereof, or the compliance of any Lender or Issuer therewith,Change in Law: (i) subjects the Administrative Agent, any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to any taxtaxes, dutyduties, charge levies, imposts, deductions, fees, assessments, charges or withholding withholdings, and any and all liabilities with respect to the foregoing, on or from payments due from the Borrower (excluding federal taxation its loans, loan principal, letters of the overall net income of any Lender or Issuer or applicable Lending Office)credit, commitments, or changes the basis of taxation of payments to any Lender other obligations, or Issuer in respect of its Loans deposits, reserves, other liabilities or Facility Letters of Credit capital attributable thereto (other than (A) Taxes, (B) Excluded Taxes or other amounts due it hereunder(C) Other Taxes), or (ii) imposes imposes, modifies or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer of making, funding or maintaining loans its Loans or Commitments, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer in connection with loansits Loans or Commitments, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to make any payment calculated by reference to the amount of loans heldLoans or Commitments, letters of credit issued Facility LCs or participants therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to the Administrative Agent, such Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making, continuing, converting into or maintaining its Loans or Commitments or of issuing or participating in Facility LCs or to reduce the return received by the Administrative Agent, such Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Loans or Commitments, Facility LCs or participations therein, then, within fifteen (15) days of demand by the Administrative Agent, such Lender, or LC Issuer the Borrowers shall pay, the Administrative Agent, such Lender or IssuerLC Issuer such additional amount or amounts as will compensate the Administrative Agent, the Borrower shall pay such Lender or such LC Issuer, as the case may be, for such increased cost or reduction in amount received; provided, that the Borrowers shall not be required to compensate a Lender or LC Issuer under this Section 3.1 for any increased costs or reductions incurred more than 90 days prior to the date that portion such Lender or LC Issuer notifies the Company in writing of such increased expense incurred costs or reductions and of such Lender’s or LC Issuer’s intention to claim compensation therefor; provided, further, that if such adoption or such change giving rise to such increased costs or reduction in an amount received which is retroactive such Lender or Issuer reasonably determines is attributable 90-day period shall be extended to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters include the period of Creditretroactive effect.

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

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

Yield Protection. If If, on or after the Closing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or any LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any LC Issuer in respect of its Loans Revolving Loan Commitments, Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances) with respect to its Revolving Loan Commitment, Loans), Facility LCs or participations therein, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or Lender, any applicable Lending Office Installation or any LC Issuer of making, funding or maintaining loans its Revolving Loan Commitment, Loans or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer in connection with loansits Revolving Loan Commitment or Loans or Facility LCs (including participations therein), or requires any Lender or Issuer or any applicable Lending Office Installation or any LC Issuer to make any payment calculated by reference to the amount of loans held, letters of credit issued Revolving Loan Commitment or Loans or Facility LCs (including participations therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or such LC Issuer, as applicable, (and such event being a “Change in Law”) and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer of making or maintaining its Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than euro into a Loan denominated in euro) or Revolving Loan Commitment or of issuing or participating in Facility LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or LC Issuer in connection with such Loans, Revolving Loan Commitment or Facility LCs (including participations therein), then, within fifteen (15) 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender or LC Issuer, the Borrower Borrowers shall pay such Lender or LC Issuer that portion of such additional amount or amounts as will compensate such Lender or LC Issuer for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the Borrower case may be, the Borrowers shall pay such Lender or Issuer that portion of 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. Any such demand must be given by such Lender or the LC Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing within 180 days of the determination any such increased cost or participating in Letters of Creditreduced return.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 the LC Issuer or any applicable Lending Office Installation (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans or of issuing or participating in letters of credit Facility LCs or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest received by it, by an amount deemed material by such Lender or the LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within fifteen (15) 15 days of written demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender such additional amount or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

Yield Protection. If (a) If, after the date hereof, the adoption of or ---------------- any change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, or the compliance of any Lender or Issuer therewith, (i) subjects any Lender or Issuer or any applicable Lending Office Installation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending OfficeInstallation imposed by the jurisdiction in which such Lender or Lending Installation is incorporated or has its principal place of business), or changes the basis of taxation of principal, interest or any other payments to any Lender or Issuer Lending Installation in respect of its Loans or Loans, its interest in the Facility 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 Issuer or any applicable Lending Office Installation (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation of making, funding or maintaining loans Loans or issuing or participating in letters Facility Letters of credit Credit or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation in connection with loansany Loans or Facility Letters of Credit, or requires any Lender or Issuer or any applicable Lending Office Installation to make any payment calculated by reference to the amount of loans Loans held, letters Facility Letters of credit Credit issued or participated in or interest received by it, by an amount deemed material by such Lender or IssuerLender, then, within fifteen (15) 15 days of demand by such Lender or IssuerLender, the Borrower shall pay such Lender or Issuer that portion of such increased expense incurred or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans Loans, its interest in the Facility Letters of Credit and its Commitment Commitment. (b) In addition to, but without duplication of, any other amounts payable by the Borrower hereunder, each Lender may require the Borrower to pay, contemporaneously with each -40- payment of interest on Eurocurrency Advances of the Borrower additional interest on the related Eurocurrency Loan of such Lender at the percentage calculated from time to time by such Lender to be the percentage required to fully compensate such Lender for all reserve costs, liabilities, expenses and issuing assessments which have been incurred by such Lender (or participating its applicable Lending Installation) pursuant to requirements of applicable law or any applicable governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) regarding the making, funding or maintaining of such Eurocurrency Loan (including, without limitation, any and all liquid asset maintenance requirements of the Bank of England and any reserve requirements of Regulation D). Any Lender wishing to require payment of such additional interest (i) shall so notify the Borrower and the Agent pursuant to Section 3.5, in Letters which case such additional interest on the Eurocurrency Loans ----------- of Creditsuch Lender shall be payable in the applicable Permitted Currency to such Lender at the place indicated in such notice with respect to each Interest Period commencing at least five (5) Business Days after the giving of such notice and (ii) shall notify the Borrower at least five (5) Business Days prior to each date on which interest is payable on such Eurocurrency Loans of the amount then due it under this Section 3.1(b); provided, however, that if -------------- -------- ------- a Lender fails to give such prior notice, then such additional interest shall be payable five (5) Business Days after such notice if given.

Yield Protection. If If, on or after the Closing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Fixed Rate Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansFixed Rate Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Fixed Rate Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Fixed Rate Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldFixed Rate Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Fixed Rate Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Fixed Rate Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the Borrower case may be, the Borrowers shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

Yield Protection. If If, on or after the Closing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Fixed Rate Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansFixed Rate Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Fixed Rate Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Fixed Rate Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldFixed Rate Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Fixed Rate Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Fixed Rate Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 the LC Issuer or any applicable Lending Office Installation (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans or of issuing or participating in letters of credit Facility LCs or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest received by it, by an amount deemed material by such Lender or the LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within fifteen (15) 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender such additional amount or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, applicable Lending Installation or any corporation controlling such Lender with any request or directive (whether or not having the compliance force of law) of any Lender such authority, central bank or Issuer therewith,comparable agency: (ia) subjects any Lender or Issuer or Lender, any applicable Lending Office Installation or any corporation controlling such Lender to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or Issuer in respect of its Eurocurrency Loans, Foreign Currency Swing Loans or Facility Letters of Credit or other amounts due it hereunderEuro Swing Loans, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuer or Lender, any applicable Lending Office Installation or any corporation controlling such Lender (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances, Foreign Currency Swing Loans or Euro Swing Loans), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or Lender, any applicable Lending Office Installation or any corporation controlling such Lender of making, funding or maintaining loans its Eurocurrency Loans, Foreign Currency Swing Loans or issuing or participating in letters of credit Euro Swing Loans or reduces any amount receivable by any Lender or Issuer or Lender, any applicable Lending Office Installation or any corporation controlling such Lender in connection with loansits Eurocurrency Loans, Foreign Currency Swing Loans or Euro Swing Loans, or requires any Lender or Issuer or Lender, any applicable Lending Office Installation or any corporation controlling such Lender to make any payment calculated by reference to the amount of loans heldEurocurrency Loans, letters of credit issued Foreign Currency Swing Loans or Euro Swing Loans held or interest received by it, by an amount deemed material by such Lender, and the result of any of the foregoing is to increase the cost to such Lender, applicable Lending Installation or any corporation controlling such Lender of making or Issuermaintaining its Eurocurrency Loans, Foreign Currency Swing Loans or Euro Swing Loans or its Commitment or to reduce the return received by such Lender, applicable Lending Installation or any corporation controlling such Lender in connection with such Eurocurrency Loans, Foreign Currency Swing Loans or Euro Swing Loans or its Commitment, and such Lender is generally making or will generally make a similar claim against other borrowers from such Lender having language in the applicable borrowing agreements similar to that contained in this Section 3.1, and such Lender so states in writing to the Borrower, then, within fifteen (15) 15 days of demand by such Lender or IssuerLender, the Borrower shall pay such Lender such additional amount or Issuer that portion of amounts as will compensate such Lender for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Credit.received. 41 364-Day Revolving Credit Agreement

Yield Protection. If (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Swing Line Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment or Facility LCs or participations therein, then, within fifteen (15) 30 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived. (b) NON-U.S. RESERVE COSTS OR FEES WITH RESPECT TO CREDIT EXTENSIONS TO NON-U.S.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans LIBOR Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansLIBOR Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its LIBOR Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits LIBOR Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldLIBOR Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender, or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its LIBOR Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such LIBOR Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) days of demand by such Lender or the LC Issuer, as the Borrower case may be, the Credit Parties shall pay such Lender or Issuer that portion of 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 or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceived.

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

Yield Protection. If (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or applicable Lending Installation or the LC Issuer therewith,with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Loans Eurodollar Loans, Facility LCs or Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to LoansEurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer of making, funding or maintaining loans its Eurodollar Loans, or of issuing or participating in letters of credit Facility LCs, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer in connection with loansits Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the LC Issuer to make any payment calculated by reference to the amount of loans heldEurodollar Loans, letters of credit issued Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed in good faith material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the LC Issuer, thenas the case may be, within fifteen (15) days of demand making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such 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 a certificate of a Lender or an LC Issuer, as the case may be, setting forth such amount or amounts as shall be necessary to compensate such Lender or LC Issuer, as the case may be, as specified in this Article 3.1, and setting forth in reasonable detail the manner in which such amount or amounts have been calculated, shall be delivered to the Borrower. The Borrower shall pay such Lender or Issuer that portion LC Issuer, as the case may be, the amount shown as due on any such certificate delivered to it within 15 days of Borrower's receipt of such increased expense incurred or reduction in an amount received which such certificate. (b) Each Lender or Issuer reasonably determines is attributable the Administrative Agent on behalf of the Lenders shall give notification to makingthe Borrower of any event or prospective event which will give rise to the operation of paragraph (a) of this Section, funding and maintaining its Loans and its Commitment and issuing such notification to be sent within ninety (90) days of the date of the public promulgation of the effective date of any such law, rule, regulation, policy, guideline or participating in Letters of Creditdirective, or change therein.

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

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), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance of by any Lender or Issuer therewith,applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office)Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or Issuer the Issuing Bank in respect of its Loans or LIBOR Loans, Facility Letters of Credit 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 Issuer or any applicable Lending Office Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to LoansFixed Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank of making, funding or maintaining loans its Fixed Rate Loans, or of issuing or participating in letters Facility Letters of credit Credit, or reduces any amount receivable by any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank in connection with loansits Fixed Rate Loans, Facility Letters of Credit or participations therein, or requires any Lender or Issuer or any applicable Lending Office Installation or the Issuing Bank to make any payment calculated by reference to the amount of loans heldFixed Rate Loans, letters Facility Letters of credit issued Credit or participations therein held or interest or Facility Letter of Credit Fees received by it, by an amount deemed material by such Lender or Issuerthe Issuing Bank as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making or maintaining its Fixed Rate Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce the return receivable by such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such Fixed Rate Loans, Commitment, Facility Letters of Credit or participations therein, then, within fifteen (15) 30 days of demand by such Lender or Issuerthe Issuing Bank, as the case may be, the Borrower shall pay such Lender or Issuer that portion of the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Creditreceivable.