Common use of Yield Protection Clause in Contracts

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, rule, regulation, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitments, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, there occurs any the adoption of any law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) ), or any change in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or Lender, applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (ai) subjects any Lender or Lender, any applicable Lending Installation, Installation or any LC IssuerIssuer to any Taxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on to any Lender in respect of its loans, loan principal, letters Eurodollar Loans or Letters of credit, commitments, Credit or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoparticipations therein, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or LC any Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or LC any Issuer of making, funding or maintaining its Loans, Eurodollar Loans or of issuing or participating in Facility LCs, Letters of Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or LC any Issuer in connection with its Loans, Facility LCs Eurodollar Loans or participations thereinLetters of Credit, or requires any Lender or Lender, any applicable Lending Installation or LC any Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs Eurodollar Loans or participations therein Letters of Credit held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC such Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person Lender, the applicable Lending Installation or such Issuer of making or maintaining its Loans Eurodollar Loans, Letters of Credit or Commitments or of issuing or participating in Facility LCs Commitment or to reduce the amount return received by such Person Lender, the applicable Lending Installation or such Issuer in connection with such Loans Eurodollar Loans, Letters of Credit or Commitments, Facility LCs or participations thereinCommitment, then, within fifteen (15) 15 days after of demand by such PersonLender or such Issuer, the Borrower shall pay such Person, as the case may be, Lender or such Issuer such additional amount or amounts as will compensate such Person Lender or such Issuer for such increased cost or reduction in amount received; provided that no Lender shall be entitled to demand such compensation more than 90 days following the last day of the Interest Period in respect of which such demand is made; and provided further that the foregoing proviso shall in no way limit the right of any Lender or any Issuer to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described above if such demand is made within 90 days after the implementation of such retroactive law, interpretation, guideline or request.

Yield Protection. If, If after the date of this Agreementhereof the introduction of, there occurs or any adoption of change in, any applicable law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) ), or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless compliance of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which:therewith, (a) subjects any Lender or any applicable Lending InstallationInstallation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from any Borrower or changes the basis of taxation of payments to any Lender or the LC IssuerIssuer in respect of its Loans, Facility LCs or participations therein or other amounts due it hereunder (excluding income taxes and franchise taxes (imposed in lieu of income taxes) imposed on the Agent, the LC Issuer or any Lender as a result of a present or former connection between the Agent, the LC Issuer or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein, other than any such connection arising solely from the Agent, the LC Issuer or such Lender having executed, delivered or performed its obligations or received a payment under, or the Administrative Agent to enforced, this Agreement or any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoLoan Document), or (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 Lender, the LC Issuer or any applicable Lending Installation or LC Issuer (other than reserves reserves, assessments and assessments other charges taken into account in determining the interest rate applicable to AdvancesEurocurrency Rate), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Loansloans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Loansloans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Loansloans, Facility LCs or participations therein 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 Person of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitments, Facility LCs or participations therein, then, within fifteen (15) 15 days after of written demand by the Agent on behalf of such Person, Lender or the Borrower shall pay such PersonLC Issuer, as the case may be, providing evidence of expenses actually incurred or reductions in amounts to be received under this Agreement actually suffered, the affected Borrower shall pay such additional amount Lender or amounts the LC Issuer, as will compensate such Person for the case may be, that portion of such increased cost expense incurred or reduction in an amount receivedreceived which is attributable to making, funding and maintaining its Loans, Facility LCs or Commitment.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, there occurs any the adoption of any law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) ), or any change in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or Lender, any applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (ai) subjects any Lender or Lender, any applicable Lending Installation, Installation or any LC IssuerIssuer to any Taxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on to any Lender in respect of its loans, loan principal, letters Eurodollar Loans or Letters of credit, commitments, Credit or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoparticipations therein, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or LC any Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or LC any Issuer of making, funding or maintaining its Loans, Eurodollar Loans or of issuing or participating in Facility LCs, Letters of Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or LC any Issuer in connection with its Loans, Facility LCs Eurodollar Loans or participations thereinLetters of Credit, or requires any Lender or Lender, any applicable Lending Installation or LC any Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs Eurodollar Loans or participations therein Letters of Credit held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC such Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person Lender, the applicable Lending Installation or such Issuer of making or maintaining its Loans Eurodollar Loans, Letters of Credit or Commitments or of issuing or participating in Facility LCs Commitment or to reduce the amount return received by such Person Lender, the applicable Lending Installation or such Issuer in connection with such Loans Eurodollar Loans, Letters of Credit or Commitments, Facility LCs or participations thereinCommitment, then, within fifteen (15) 15 days after of demand by such PersonLender or such Issuer, the Borrower shall pay such Person, as the case may be, Lender or such Issuer such additional amount or amounts as will compensate such Person Lender or such Issuer for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, there occurs any the adoption of any law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) ), or any change in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or Lender, any applicable Lending Installation or any LC the Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (ai) subjects any Lender or Lender, any applicable Lending Installation, Installation or the Issuer to any LC IssuerTaxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on to any Lender in respect of its loans, loan principal, letters Eurodollar Loans or Letters of credit, commitments, Credit or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoparticipations therein, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or LC the Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or LC the Issuer of making, funding or maintaining its Loans, Eurodollar Loans or of issuing or participating in Facility LCs, Letters of Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or LC the Issuer in connection with its Loans, Facility LCs Eurodollar Loans or participations thereinLetters of Credit, or requires any Lender or Lender, any applicable Lending Installation or LC the Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs Eurodollar Loans or participations therein Letters of Credit held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC the Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person Lender, the applicable Lending Installation or the Issuer of making or maintaining its Loans Eurodollar Loans, Letters of Credit or Commitments or of issuing or participating in Facility LCs Commitment or to reduce the amount return received by such Person Lender, the applicable Lending Installation or the Issuer in connection with such Loans Eurodollar Loans, Letters of Credit or Commitments, Facility LCs or participations thereinCommitment, then, within fifteen (15) 15 days after of demand by such PersonLender or the Issuer, the Borrower shall pay such Person, as Lender or the case may be, Issuer such additional amount or amounts as will compensate such Person Lender or the Issuer for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, there occurs any the adoption of any law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) ), or any change in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by the Issuer, any other Lender or any applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (ai) subjects the Issuer, any other Lender or any applicable Lending Installation, Installation to any LC IssuerTaxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on to the Issuer in respect of Letters of Credit or to any Lender in respect of its loans, loan principal, letters of credit, commitments, or other obligations, Eurodollar Loans or its deposits, reserves, other liabilities or capital attributable theretoparticipations in Letters of Credit, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Issuer, any other Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to the Issuer, any other Lender or any applicable Lending Installation of issuing or LC Issuer participating in Letters of Credit or making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, Eurodollar Loans or reduces any amount receivable by the Issuer, any other Lender or any applicable Lending Installation or LC Issuer in connection with Letters of Credit or its Eurodollar Loans, Facility LCs or participations therein, or requires the Issuer, any other Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of LoansLetters of Credit issued by it, Facility LCs the amount of its participations in Letters of Credit or participations therein the amount of Eurodollar Loans held or interest or LC Fees received by it, in each case by an amount deemed material by the Issuer or such Lender or LC Issuer, as the case may beother Lender, and the result of any of the foregoing is to increase the cost to the Issuer, such Person of making other Lender or maintaining its Loans or Commitments or such applicable Lending Installation of issuing or participating in Facility LCs Letters of Credit or making or maintaining its Eurodollar Loans or Commitment or to reduce the amount return received by the Issuer, such Person other Lender or such applicable Lending Installation in connection with such issuing or participating in Letters of Credit or its Eurodollar Loans or Commitments, Facility LCs or participations thereinCommitment, then, within fifteen (15) 15 days after of demand by the Issuer or such Personother Lender, the applicable Borrower (or, if any of the foregoing is not attributable or allocable to a particular Borrower, PHI) shall pay the Issuer or such Person, as the case may be, other Lender such additional amount or amounts as will compensate the Issuer or such Person Lender for such increased cost or reduction in amount received.

Yield Protection. If, after the date of this Agreement (for purposes of this Agreement, there occurs any adoption of or change in any law, rule, regulation, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by and all guidelines and regulations adopted in connection therewith are deemed to have been adopted after the Bank for International Settlementsdate hereof), the Basel Committee on Banking Regulations and Supervisory Practices (adoption of any law or any successor governmental or similar authority) or the United States financial regulatory authoritiesquasi-governmental rule, in each case under clause (y) pursuant to Basel IIIregulation, and in each case under clauses (x) and (y)policy, regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request guideline or directive (whether or not having the force of law) ), or any change therein, or any change in the interpretation or administration thereof, or the compliance of any such authorityLender therewith, central bank or comparable agency (any Regulation D of the foregoing, a “Change in Law”) which:Board of Governors of the Federal Reserve System, (a) subjects any Lender to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any applicable Lending Installation, any LC Issuerbranch profits taxes), or changes the Administrative Agent basis of taxation of payments to any Taxes (other than with such Lender in respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on of its loans, loan principal, letters of credit, commitments, Loans or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoamounts due it hereunder, or (b) imposes imposes, modifies, or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesLibor Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, advances or reduces any amount receivable by any such Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations thereinadvances, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein advances held or interest or LC Fees received by it, by an amount deemed material by such Lender, or -40- (d) affects the amount of capital required or expected to be maintained by any Lender or LC Issuer, as any corporation controlling such Lender and such Lender determines the case may be, and amount of capital required is increased by or based upon the result existence of any of the foregoing is this Agreement or its obligation to increase the cost to such Person of making or maintaining its make Loans or Commitments hereunder or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitments, Facility LCs or participations thereincommitments of this type, then, within fifteen three (153) days after Business Days of demand by such PersonLender, the Borrower shall agrees to pay such PersonLender that portion of such increased expense incurred (including, as in the case may beof clause (d), such additional any reduction in the rate of return on capital to an amount or amounts as will compensate such Person below that which it could have achieved but for such increased cost law, rule, regulation, policy, guideline or directive and after taking into account such Lender’s policies as to capital adequacy) or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining the Loans.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, rule, regulation, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitments, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. If, after the date of this Agreement (or, in the case of any assignee, after the date it became a party to this Agreement), there occurs any the adoption of any law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) ), or any change in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (bi) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (cii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Eurodollar Loans, Facility LCs Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs Letters of 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, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitments Commitment or of issuing or participating in Facility LCs Letters of Credit or to reduce the amount return received by such Person Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Loans or CommitmentsEurodollar Loans, Facility LCs Commitment, Letters of Credit or participations therein, then, within fifteen (15) 30 days after of written demand by such PersonLender or such LC Issuer, as the case may be, the Borrower shall pay such PersonLender or such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Person Lender or such LC Issuer, as the case may be, for such increased cost or reduction in amount received. Notwithstanding the foregoing, this Section 3.1 shall not apply to any tax-related matters.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, Issuer or the Administrative Agent to any Taxes (other than with respect to (i) Indemnified Taxes, (ii) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes, (iii) Connection Income Taxes and (iv) Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesEurodollar Advances and Daily Eurodollar Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurodollar Loans or Daily Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with its Eurodollar Loans, or Daily Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, or Daily Eurodollar Loans, 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, 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 Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower Borrowers shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received; provided that such demand is made within 270 days after the occurrence of any such Change in Law; provided further, that if the Change in Law is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the date of this Agreement, there occurs any the adoption of any law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, 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 Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇ ▇▇▇▇▇ ▇▇▇▇ Wall Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, adopted or issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation the Bank or any LC Issuer Participant with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (aA) subjects any Lender the Bank or any applicable Lending Installation, Participant to any LC Issuertaxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxestaxes imposed on the overall net income of the Bank or such Participant) on its loans, loan principal, letters to the Bank or any Participant in respect of credit, commitments, the Loan or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, participations therein; or (bB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender the Bank or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Advances), Participant; or (cC) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender the Bank or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Loans, or Participant of issuing or participating in Facility LCsthe Loan, or reduces any amount receivable by any Lender the Bank or any applicable Lending Installation or LC Issuer Participant in connection with its Loans, Facility LCs the Loan or participations therein, or requires any Lender the Bank or any applicable Lending Installation or LC Issuer Participant to make any payment calculated by reference to the amount of Loans, Facility LCs the Loan or participations therein held or interest or LC Fees fees received by it, by an amount deemed material by the Bank or such Lender or LC IssuerParticipant, as the case may be, and the result of any of the foregoing is to increase the cost to the Bank or such Person of making or maintaining its Loans or Commitments or Participant, as the case may be, of issuing or participating in Facility LCs the Loan or to reduce the amount return received by the Bank or such Person Participant, as the case may be, in connection with such Loans or Commitments, Facility LCs the Loan or participations therein, then, within fifteen (15) days after demand by such Personthe Bank, the Borrower Authority shall pay such Person, as the case may be, Bank such additional amount or amounts as will compensate the Bank or such Person Participant, as the case may be, for such increased cost or reduction in amount received, but solely from Senior Pledged Revenue.

Yield Protection. If, on or after the date of this Agreement, there occurs any the adoption of any law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, 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 Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, adopted or issued, promulgated or implemented, or compliance by Agent or any Lender (or applicable Lending Installation or any LC Issuer Installation) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (a) subjects Agent and/or any Lender (or any applicable Lending Installation, ) to any LC IssuerTaxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes) to Agent and/or any Lender in respect of the Loan or participations therein, and Other including without limitation the principal of or interest on any LIBOR Rate Advance or any other fees or amounts payable hereunder (other than with respect to Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto), or (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, Agent and/or any Lender (or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesInstallation), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to Agent and/or any Lender (or any applicable Lending Installation or LC Issuer Installation) of making, funding or maintaining its Loansthe Loan or any LIBOR Rate Advance (or any related Loan commitment), or of issuing or participating in Facility LCs, or reduces to reduce any amount receivable by Agent and/or any Lender (or any applicable Lending Installation or LC Issuer Installation) in connection with its Loans, Facility LCs the Loan or participations thereintherein (whether of principal, interest or otherwise), or requires Agent and/or any Lender (or any applicable Lending Installation or LC Issuer Installation) to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, the Loan by an amount deemed material by Agent and/or such Lender or LC Issuer, as the case may beLender, and the result of any of the foregoing is to increase the cost to Agent and/or such Person Lender (or applicable Lending Installation) of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs the Loan or to reduce the amount return received by Agent and/or such Person in connection with such Loans Lender (or Commitments, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Personapplicable Lending Installation), as the case may be, in connection with the Loan, then, upon written demand by Agent, Borrower shall pay Agent and/or such Lender such additional amount or amounts as will compensate Agent and/or such Person Lender for such increased cost or reduction in amount received, as reasonably determined by Agent and/or such Lender. A statement from Agent setting forth such amount or amounts as shall be necessary to so compensate Agent and/or such Lender shall be delivered to Borrower and shall, in the absence of manifest error, be conclusive and binding upon Borrower. Borrower shall pay Agent (for the benefit of Agent and/or such Lender) the amount shown as due on any such statement within fifteen (15) days after its receipt of the same. Failure on the part of Agent and/or such Lender to demand compensation for any increased costs, lost income or reduction in amounts received or receivable shall not constitute a waiver of Agent's or such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable. The protection under this section shall be available to Agent and the Lenders regardless of any possible contention of the invalidity or inapplicability of any law, regulation or directive which shall give rise to any demand by Agent or any Lender.

Yield Protection. (a) If, on or after the date of this Agreement, there occurs any the adoption of any law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) ), or any change in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (ai) subjects any Lender or any applicable Lending Installation, Installation or the LC Issuer to any LC IssuerTaxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurocurrency Loans, and Other Taxes) on its loans, loan principal, letters of credit, commitments, Facility LCs or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoparticipations therein, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances), or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its LoansEurocurrency 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 Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, 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, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person 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 Commitments Commitment or of issuing or participating in Facility LCs LCs, or to reduce the amount return received by such Person Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Loans Eurocurrency Loans, Commitment or Commitments, Facility LCs or participations therein, then, within fifteen (15) 15 days after of demand by such PersonLender or the LC Issuer, as the case may be, the Borrower shall pay such PersonLender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Person Lender for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, there occurs any adoption of or change in any law, rule, regulation, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) imposes, modifies or deems applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer; (b) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent L/C Issuer to any Tax of any kind whatsoever (except for Indemnified Taxes (other than with respect to Indemnified Taxes, or Other Taxes covered by Section 3.05 and Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Advances), ; or (c) imposes on any Lender, the L/C Issuer or the London interbank market any other condition (other than Taxes) the result of which is to increase the condition, cost to any Lender or any applicable Lending Installation expense affecting this Agreement or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material Eurodollar Loans made by such Lender or LC the L/C Issuer, as the case may be, ; and the result of any of the foregoing is shall be to increase the cost to such Person Lender of making or maintaining its any Eurodollar Loans (or Commitments in the case of a Change in Law with respect to Taxes, any Revolving Loan) or of maintaining its obligation to make any such Revolving Loan or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or participating maintaining any Letter of Credit (or of maintaining its obligation to participate in Facility LCs or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Person in connection with such Loans Lender hereunder (whether of principal, interest or Commitments, Facility LCs or participations therein, any other amount) then, within fifteen (15) days after demand by upon request of such PersonLender or the L/C Issuer, the Borrower shall will pay to such Person, as Lender or the case may be, L/C Issuer such additional amount or amounts as will compensate such Person Lender or the L/C Issuer for such increased cost additional costs incurred or reduction in amount receivedsuffered.

Yield Protection. If, on or after the date of this Agreement, there occurs any the adoption of any law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) ), or any change in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation banking address or any the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (ai) subjects any Lender or the LC Issuer to any applicable Lending Installation, any LC IssuerTaxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on to any Lender or the LC Issuer regarding its loans, loan principal, letters of credit, commitments, Eurodollar Loans or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoparticipations in Eurodollar Advances, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender Lender, the interbank eurocurrency deposit market or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender Lender, the interbank eurocurrency deposit market or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender Lender, the interbank eurocurrency deposit market or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, 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, Issuer as the case may be, be and the result of any of the foregoing is to increase the cost to such Person Lender or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount return received by such Person Lender, the interbank eurocurrency deposit market or the LC Issuer, as the case may be, in connection with such Loans or CommitmentsEurodollar Loans, Facility Commitment, LCs or participations therein, then, within fifteen (15) 15 days after of demand by such Personthe Administrative Agent or the LC Issuer, as the case may be, the Borrower shall Borrowers will pay the Administrative Agent for the account of such PersonLender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Person Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, after the date of this Agreement, there occurs If any adoption of law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) or in which becomes effective after the interpretationdate hereof, promulgation, implementation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implementedinterpretation thereof, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which:Bank with such, (ai) subjects any Lender Bank or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Company (excluding taxation of the overall net income of any Bank or applicable Lending Installation, any LC Issuer), or changes the Administrative Agent basis of taxation of payments to any Taxes (other than with Bank in respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on of its loans, loan principal, letters of credit, commitments, Loans or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoamounts due it hereunder, or (bii) 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 Bank or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender Bank or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, loans or reduces any amount receivable by any Lender Bank or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations thereinloans, or requires any Lender Bank or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein loans held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitments, Facility LCs or participations thereinBank, then, within fifteen (15) 15 days after of demand by such PersonBank, the Borrower Company shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for Bank that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Bank determines is attributable to making, funding and maintaining its Loans and its Commitment.

Yield Protection. If, after the date of this Agreement, there occurs If any adoption of or change in any law, rule, regulation, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (bi) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or, (cii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Loans, Commitment or Eurodollar Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with its Loans, Commitment or Eurodollar Loans or Facility LCs or (including participations therein), or requires any Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Loans, Commitment or Eurodollar Loans or Facility LCs or (including participations therein 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, or (iii) subjects the case may beAgent, a Lender or applicable Lending Installation to any taxes, duties, levies, imposts, deductions, fees, assessments, charges or withholdings, and any and all liabilities with respect to the foregoing, on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (a) Taxes, (b) Excluded Taxes or (c) Other Taxes), and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the amount return received by such Person in connection with such Loans or CommitmentsCommitment, or Facility LCs or (including participations therein), then, within fifteen (15) 15 days after demand of demand, accompanied by the written statement required by Section 3.6, by such Person, the Borrower shall pay such Person, as the case may be, Person such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received; provided, that any such demand shall be made in good faith (and not on an arbitrary and capricious basis) and consistent with similarly situated customers of the applicable Person after consideration of factors as such Person then reasonably determines to be relevant.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, rule, regulation, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. If, after the date of this Agreement (or, in the case of any assignee, after the date it became a party to this Agreement), there occurs any the adoption of any law (including any CPA Change) or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) ), or any change in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (cb) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Eurodollar Loans, Facility LCs Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs Letters of 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, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person Lender or applicable Lending Installation or such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitments Commitment or of issuing or participating in Facility LCs Letters of Credit or to reduce the amount return received by such Person Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Loans or CommitmentsEurodollar Loans, Facility LCs Commitment, Letters of Credit or participations therein, then, within fifteen (15) 30 days after of written demand by such PersonLender or such LC Issuer, as the case may be, the Borrower shall pay such PersonLender or such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Person Lender or such LC Issuer, as the case may be, for such increased cost or reduction in amount received. Notwithstanding the foregoing, this Section 3.01 shall not apply to any tax-related matters.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender Bank or applicable office, branch, subsidiary or affiliate (herein, a “Lending Installation or any LC Issuer Installation”) of such Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (ai) subjects any Lender Bank or any applicable Lending Installation, any LC Issuer, Installation or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (bii) 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 Bank or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesLibor Loans), or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender Bank or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, Libor Loans or reduces any amount receivable by any Lender Bank or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs Libor Loans or participations therein, or requires any Lender Bank or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs Libor Loans or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may beBank, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs Commitment or to reduce the amount return received by such Person in connection with such Loans or Commitments, Facility LCs Commitment or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, there occurs any the adoption of any law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, 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 Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, adopted or issued, promulgated or implemented, or compliance by Agent or any Lender (or applicable Lending Installation or any LC Issuer Installation) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (a) subjects Agent and/or any Lender (or any applicable Lending Installation, ) to any LC IssuerTaxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes) to Agent and/or any Lender in respect of the Loan or participations therein, and Other including without limitation the principal of or interest on any LIBOR Rate Advance or any other fees or amounts payable hereunder (other than with respect to Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto), or (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, Agent and/or any Lender (or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesInstallation), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to Agent and/or any Lender (or any applicable Lending Installation or LC Issuer Installation) of making, funding or maintaining its Loansthe Loan or any LIBOR Rate Advance (or any related Loan commitment), or of issuing or participating in Facility LCs, or reduces to reduce any amount receivable by Agent and/or any Lender (or any applicable Lending Installation or LC Issuer Installation) in connection with its Loans, Facility LCs the Loan or participations thereintherein (whether of principal, interest or otherwise), or requires Agent and/or any Lender (or any applicable Lending Installation or LC Issuer Installation) to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, the Loan by an amount deemed material by Agent and/or such Lender or LC Issuer, as the case may beLender, and the result of any of the foregoing is to increase the cost to Agent and/or such Person Lender (or applicable Lending Installation) of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs the Loan or to reduce the amount return received by Agent and/or such Person in connection with such Loans Lender (or Commitments, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Personapplicable Lending Installation), as the case may be, in connection with the Loan, then, upon written demand by Agent, Borrowers shall pay Agent and/or such Lender such additional amount or amounts as will compensate Agent and/or such Person Lender for such increased cost or reduction in amount received, as reasonably determined by Agent and/or such Lender. A statement from Agent setting forth such amount or amounts as shall be necessary to so compensate Agent and/or such Lender shall be delivered to Borrower and shall, in the absence of manifest error, be conclusive and binding upon Borrowers. Borrowers shall pay Agent (for the benefit of Agent and/or such Lender) the amount shown as due on any such statement within fifteen (15) days after its receipt of the same. Failure on the part of Agent and/or such Lender to demand compensation for any increased costs, lost income or reduction in amounts received or receivable shall not constitute a waiver of Agent’s or such Lender’s rights to demand compensation for any increased costs or reduction in amounts received or receivable. The protection under this section shall be available to Agent and the Lenders regardless of any possible contention of the invalidity or inapplicability of any law, regulation or directive which shall give rise to any demand by Agent or any Lender.

Yield Protection. If, after the date of this Agreement, there occurs (i) any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, includingor (ii) compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, notwithstanding central bank or comparable agency made by such authority, central bank or comparable agency after the date of this Agreement (any of the foregoing, a “Change in Law”, with the understanding that all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) authorities pursuant to Basel III, and shall constitute a “Change in each case under clauses (x) and (y), Law” regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesEurodollar Advances and Daily Eurodollar Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans or Daily Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, or Daily Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, or Daily Eurodollar Loans, 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, 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 Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, Person such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received, as the case may be; provided, however, that the Borrower shall not be required to compensate any Person for any such increased cost incurred or reduction suffered more than nine months prior to the date that such Person makes the aforesaid demand (except that if the Change in Law giving rise to such increased cost or reduction is retroactive, then such nine-month period shall be extended to include the period of retroactive effect thereof).

Yield Protection. If, on or after the date of this Agreement, there occurs any the adoption of or any change in any law, law or any governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) ), or any change in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or Lender, any applicable Lending Installation or any LC the Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (ai) subjects any Lender or Lender, any applicable Lending Installation, Installation or the Issuer to any LC IssuerTaxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes) to any Lender or the Issuer in respect of its Eurodollar Loans, and Other Taxes) on its loans, loan principal, letters Letters of credit, commitments, Credit or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoparticipations therein, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or LC the Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or LC the Issuer of making, funding or maintaining its Loans, Eurodollar Loans or of issuing or participating in Facility LCs, Letters of Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or LC the Issuer in connection with its Loans, Facility LCs Eurodollar Loans or participations thereinLetters of Credit, or requires any Lender or Lender, any applicable Lending Installation or LC the Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs Eurodollar Loans or participations therein Letters of Credit held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC the Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person Lender, the applicable Lending Installation or the Issuer of making or maintaining its Loans Eurodollar Loans, Letters of Credit or Commitments or of issuing or participating in Facility LCs Commitment or to reduce the amount return received by such Person Lender, the applicable Lending Installation or the Issuer in connection with such Loans Eurodollar Loans, Letters of Credit or Commitments, Facility LCs or participations thereinCommitment, then, within fifteen (15) 15 days after demand delivery of a written statement pursuant to Section 3.6 to the Borrower by such PersonLender or the Issuer, the Borrower shall pay such Person, as Lender or the case may be, Issuer such additional amount or amounts as will compensate such Person Lender or the Issuer for such increased cost or reduction in amount received.

Yield Protection. If, after the date of this Agreement, there occurs If any adoption of law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) ), or any change in the interpretation, promulgation, implementation or administration interpretation thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of adopted after the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implementedof this Agreement, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which:Bank therewith, (ai) subjects any Lender the Bank or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Company (excluding taxation of the overall net income of the Bank or applicable Lending Installation, any LC Issuer), or changes the Administrative Agent basis of taxation of payments to any Taxes (other than with the Bank in respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on of its loans, loan principal, letters of credit, commitments, Loans or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoamounts due it hereunder, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender the Bank or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesEurodollar Rate Loans), or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender the Bank or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, loans or reduces any amount receivable by any Lender the Bank or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations thereinloans, or requires any Lender the Bank or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein loans held or interest or LC Fees received by it, by an amount deemed material by such Lender the Bank, or (iv) affects the amount of capital required or LC Issuer, as expected to be maintained by the case may be, Bank or its Lending Installation or any corporation controlling the Bank and the result Bank determines the amount of any capital required is increased by or based upon the existence of the foregoing is this Agreement or its obligation to increase the cost to such Person of making or maintaining its make Loans or Commitments hereunder or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitments, Facility LCs or participations thereincommitments of this type, then, within fifteen 15 days of demand by the Bank, the Company shall pay the Bank that portion of such increased expense incurred (15including, 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 law, rule, regulation, policy, guideline or directive and after taking into account the Bank's policies as to capital adequacy) or reduction in an amount received which the Bank reasonably and in good faith determines is attributable to making, funding and maintaining its Loans and its Commitment. The Bank will use its best efforts to notify the Company within 30 days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such becoming aware of any event giving rise to an increased cost or reduction in amount receivedamount. Failure to give notice within said 30 days shall not prohibit the Bank from requesting payment of increased costs or reduction under this Section 3.1, but the Company shall not be required to pay any additional amounts for any increased costs or reductions incurred more than 30 days prior to the Bank's demand for payment.

Yield Protection. IfIf any Change in Law: (A) subjects the Administrative Agent or any Lender to any taxes, after the date of this Agreementimposts, there occurs any adoption of or change in any lawdeductions, rulefees, regulationassessments, guideline, interpretationcharges, or directive withholdings (whether or not having the force of lawother than (i) or Taxes, (ii) items described in the interpretation, promulgation, implementation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (xA) and (y), regardless C) of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force definition of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, (iii) Connection Income Taxes and (iv) Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, ; or (bB) imposes or increases imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer any Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Advances)Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (cC) imposes on any Lender, the Administrative Agent or the London interbank market any other condition condition, cost or expense (other than Taxestaxes) the result of which is to increase the cost to any Lender affecting this Agreement or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material Loans made by such Lender or LC Issuer, as the case may be, any Letter of Credit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Person Lender or the Administrative Agent of making making, continuing, converting into or maintaining its Loans or Commitments any Loan or of maintaining its obligation to make any such Loan or to increase the cost to such Lender or the Administrative Agent of participating in, issuing or participating in Facility LCs maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Person in connection with such Loans Lender or Commitmentsthe Administrative Agent, Facility LCs whether of principal, interest or participations thereinotherwise, then, within fifteen (15) days after receipt by the Company of written demand by the Administrative Agent or such PersonLender, pursuant to Section 4.5, the Borrower shall Company will pay to such PersonLender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Person Lender or the Administrative Agent, as the case may be, for such increased cost additional costs incurred or reduction in amount receivedsuffered.

Yield Protection. If, on or after the date of this Agreement, there occurs any the adoption of any law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) ), or any change in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (a) subjects any Lender or any applicable Lending Installation, Installation or the LC Issuer to any LC IssuerTaxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurodollar Loans, and Other Taxes) on its loans, loan principal, letters of credit, commitments, Facility LCs or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoparticipations therein, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (c) except to the extent covered or excluded by clause (a) above or Section 3.5, imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender Lender, or the LC Issuer, Issuer as the case may be, . and the result of any of the foregoing is to increase the cost to such Person Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount return received by such Person Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen thirty (1530) days after of demand by such PersonLender or the LC Issuer, as the case may be, the Borrower shall pay such PersonLender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Person Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, there occurs any the adoption of any law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) ), or any change in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender Bank or applicable Lending Installation or any the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (a) subjects any Lender Bank or any applicable Lending Installation, Installation or the LC Issuer to any LC IssuerTaxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes) to any Bank or the LC Issuer in respect of its Eurodollar Loans, and Other Taxes) on its loans, loan principal, letters of credit, commitments, Facility LCs or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoparticipation therein, or (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 Bank or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesEurodollar Rate Borrowings), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender Bank or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender Bank or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender Bank or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Loans, Eurodollar Loans Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender Bank or the LC Issuer, issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person Bank or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount return received by such Person Bank or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Loans or CommitmentsEurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days after of demand by such PersonBank or the LC Issuer, as the case may be, the Borrower Borrowers shall pay such PersonBank or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Person Bank or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, after the date of this Agreement, there occurs any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices Supervision (or any successor or similar authority) ), or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under of clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichthat: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, Installation or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or, (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, Eurocurrency Loans or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations therein, Eurocurrency Loans or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, Eurocurrency Loans by an amount deemed material by such Lender or LC Issuer, as the case may beLender, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs Commitment or to reduce the amount received by such Person in connection with such Loans or Commitments, Facility LCs or participations thereinCommitment, then, within fifteen (15) 30 days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.

Yield Protection. IfIf any Change in Law: (A) subjects the Administrative Agent or any Lender to any taxes, after the date of this Agreementimposts, there occurs any adoption of or change in any lawdeductions, rulefees, regulationassessments, guideline, interpretationcharges, or directive withholdings (whether or not having the force of lawother than (i) or Taxes, (ii) items described in the interpretation, promulgation, implementation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (xA) and (y), regardless C) of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force definition of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which: (a) subjects any Lender or any applicable Lending Installation, any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, (iii) Connection Income Taxes and (iv) Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, ; or (bB) imposes or increases imposes, modifies or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Advances)Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (cC) imposes on any Lender, the Administrative Agent or the London interbank market any other condition condition, cost or expense (other than Taxestaxes) the result of which is to increase the cost to any Lender affecting this Agreement or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material Loans made by such Lender or LC Issuer, as the case may be, any Letter of Credit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Person Lender or the Administrative Agent of making making, continuing, converting into or maintaining its Loans or Commitments any Loan or of maintaining its obligation to make any such Loan or to increase the cost to such Lender or the Administrative Agent of participating in, issuing or participating in Facility LCs maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Person in connection with such Loans Lender or Commitmentsthe Administrative Agent, Facility LCs whether of principal, interest or participations thereinotherwise, then, within fifteen (15) days after receipt by the Company of written demand by the Administrative Agent or such PersonLender, pursuant to Section 4.5, the Borrower shall Company will pay to such PersonLender or the Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Person Lender or the Administrative Agent, as the case may be, for such increased cost additional costs incurred or reduction in amount receivedsuffered.

Yield Protection. If, after the date of this Agreement (for purposes of this Agreement, there occurs any adoption of or change in any law, rule, regulation, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by and all guidelines and regulations adopted in connection therewith are deemed to have been adopted after the Bank for International Settlementsdate hereof), the Basel Committee on Banking Regulations and Supervisory Practices (adoption of any law or any successor governmental or similar authority) or the United States financial regulatory authoritiesquasi-governmental rule, in each case under clause (y) pursuant to Basel IIIregulation, and in each case under clauses (x) and (y)policy, regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request guideline or directive (whether or not having the force of law) ), or any change therein, or any change in the interpretation or administration thereof, or the compliance of any such authorityLender therewith, central bank or comparable agency (any Regulation D of the foregoing, a “Change in Law”) which:Board of Governors of the Federal Reserve System, (a1) subjects any Lender to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or receipts of such Lender or any applicable Lending Installation, any LC Issuerbranch profits taxes), or changes the Administrative Agent basis of taxation of payments to any Taxes (other than with such Lender in respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on of its loans, loan principal, letters of credit, commitments, Loans or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoamounts due it hereunder, or (b2) imposes imposes, modifies, or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesLibor Loans), or (c3) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, advances or reduces any amount receivable by any such Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations thereinadvances, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein advances held or interest or LC Fees received by it, by an amount deemed material by such Lender, or (4) affects the amount of capital required or expected to be maintained by any Lender or LC Issuer, as any corporation controlling such Lender and such Lender determines the case may be, and amount of capital required is increased by or based upon the result existence of any of the foregoing is this Agreement or its obligation to increase the cost to such Person of making or maintaining its make Loans or Commitments hereunder or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitments, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.commitments of this type,

Yield Protection. If, on or after the date of this Agreement, there occurs any the ---------------- adoption of any law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) ), or any change in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (ai) subjects any Lender or any applicable Lending Installation, Installation or the LC Issuer to any LC IssuerTaxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurocurrency Loans, and Other Taxes) on its loans, loan principal, letters of credit, commitments, Facility LCs or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoparticipations therein, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances), including, without limitation, a change in the amount of capital required or expected to be maintained by any Lender or the LC Issuer or any Lending Installation of any Lender as a result in a change in the Risk-Based Capital Guidelines, or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its LoansEurocurrency 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 Facility LCs, LCs or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, Facility LCs or participations therein, therein or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, 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, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person 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 Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount return received by such Person Lender or applicable Lending Installation or to the LC Issuer, as the case may be, in connection with such Loans or CommitmentsEurocurrency Loans, its Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days after of demand by such PersonLender or the LC Issuer, as the case may be, the Borrower shall pay such PersonLender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Person Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, there occurs any the adoption of any law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, 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 Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, adopted or issued, promulgated or implemented, or compliance by Agent or any Lender (or applicable Lending Installation or any LC Issuer Installation) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (a) subjects Agent and/or any Lender (or any applicable Lending Installation, ) to any LC IssuerTaxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes) to Agent and/or any Lender in respect of the Loan or participations therein, and Other including without limitation the principal of or interest on any LIBOR Rate Advance or any other fees or amounts payable hereunder (other than with respect to Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto), or (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, Agent and/or any Lender (or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesInstallation), or or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to Agent and/or any Lender (or any applicable Lending Installation or LC Issuer Installation) of making, funding or maintaining its Loansthe Loan or any LIBOR Rate Advance (or any related Loan commitment), or of issuing or participating in Facility LCs, or reduces to reduce any amount receivable by Agent and/or any Lender (or any applicable Lending Installation or LC Issuer Installation) in connection with its Loans, Facility LCs the Loan or participations thereintherein (whether of principal, interest or otherwise), or requires Agent and/or any Lender (or any applicable Lending Installation or LC Issuer Installation) to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, the Loan by an amount deemed material by Agent and/or such Lender or LC Issuer, as the case may beLender, and the result of any of the foregoing is to increase the cost to Agent and/or such Person Lender (or applicable Lending Installation) of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs the Loan or to reduce the amount return received by Agent and/or such Person in connection with such Loans Lender (or Commitments, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Personapplicable Lending Installation), as the case may be, in connection with the Loan, then, upon written demand by Agent, Borrower shall pay Agent and/or such Lender such additional amount or amounts as will compensate Agent and/or such Person Lender for such increased cost or reduction in amount received, as reasonably determined by Agent and/or such Lender. A statement from Agent setting forth such amount or amounts as shall be necessary to so compensate Agent and/or such Lender shall be delivered to Borrower and shall, in the absence of manifest error, be conclusive and binding upon Borrower. Borrower shall pay Agent (for the benefit of Agent and/or such Lender) the amount shown as due on any such statement within fifteen (15) days after its receipt of the same. Failure on the part of Agent and/or such Lender to demand compensation for any increased costs, lost income or reduction in amounts received or receivable shall not constitute a waiver of Agent's or such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable. The protection under this section shall be available to Agent and the Lenders regardless of any possible contention of the invalidity or inapplicability of any law, regulation or directive which shall give rise to any demand by Agent or any Lender.

Yield Protection. If, after the date of this Agreement, there occurs If any adoption of law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or in other regulations or guidelines passed prior to the interpretationdate of this Agreement), promulgation, implementation or administration any interpretation or application thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration application thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless compliance of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) which:therewith, (aA) subjects any Lender or any applicable Lending InstallationInstallation to any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any LC IssuerLender or taxation of a similar basis, which are governed by Section 2.15(E)), or changes the Administrative Agent basis of taxation of payments to any Taxes (other than with Lender in respect to Indemnified Taxesof its Loans, Excluded Taxesits L/C Interests, and Other Taxes) on its loans, loan principal, letters the Letters of credit, commitments, Credit or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoamounts due it hereunder, or (bB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Advances)Eurocurrency Rate Loans) with respect to its Loans, L/C Interests or the Letters of Credit, or (cC) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its the Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitments, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received.,

Yield Protection. If, on or after the date of this Agreement, there occurs any the adoption of any law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, 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 Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, adopted or issued, promulgated or implemented, or compliance by Agent or any Lender (or applicable Lending Installation or any LC Issuer Installation) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (a) subjects Agent and/or any Lender (or any applicable Lending Installation, ) to any LC IssuerTaxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes) to Agent and/or any Lender in respect of the Loan or participations therein, and Other including without limitation the principal of or interest on any LIBOR Rate Advance or any other fees or amounts payable hereunder (other than with respect to Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto), or (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, Agent and/or any Lender (or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesInstallation), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to Agent and/or any Lender (or any applicable Lending Installation or LC Issuer Installation) of making, funding or maintaining its Loansthe Loan or any LIBOR Rate Advance (or any related Loan commitment), or of issuing or participating in Facility LCs, or reduces to reduce any amount receivable by Agent and/or any Lender (or any applicable Lending Installation or LC Issuer Installation) in connection with its Loans, Facility LCs the Loan or participations thereintherein (whether of principal, interest or otherwise), or requires Agent and/or any Lender (or any applicable Lending Installation or LC Issuer Installation) to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, the Loan by an amount deemed material by Agent and/or such Lender or LC Issuer, as the case may beLender, and the result of any of the foregoing is to increase the cost to Agent and/or such Person Lender (or applicable Lending Installation) of making or maintaining its Loans or Commitments or of issuing or participating in Facility LCs the Loan or to reduce the amount return received by Agent and/or such Person in connection with such Loans Lender (or Commitments, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Personapplicable Lending Installation), as the case may be, in connection with the Loan, then, Agent may notify Borrower that events or conditions have occurred that may result in increased costs to Agent and/or such Lender or reductions in amounts to be received by Agent and/or such Lender (the “Event Notice”). Once the amount of the increased costs or reductions in amounts to be received is determined, Agent may give Borrower notice thereof (the “Payment Notice”) and, within 15 days of the Payment Notice, Borrower shall pay Agent and/or such Lender such additional amount or amounts as will compensate Agent and/or such Person Lender for such increased cost or reduction in amount received, as reasonably determined by Agent and/or such Lender. Borrower shall not be required to compensate Agent and/or such Lender pursuant to this paragraph for any increased costs or reductions suffered prior to the date that Agent sends Borrower the Event Notice. The Payment Notice shall include a statement from Agent setting forth such amount or amounts as shall be necessary to so compensate Agent and/or such Lender, and shall, in the absence of manifest error, be conclusive and binding upon Borrower. Failure on the part of Agent and/or such Lender to demand compensation for any increased costs, lost income or reduction in amounts received or receivable shall not constitute a waiver of Agent's or such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable. The protection under this section shall be available to Agent and the Lenders regardless of any possible contention of the invalidity or inapplicability of any law, regulation or directive which shall give rise to any demand by Agent or any Lender." (d) Section 1.9 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

Yield Protection. If, on or after the date of this AgreementOriginal Closing Date, there occurs any the adoption of any applicable law, rule or regulation, or any change therein, or any change in any law, rule, regulation, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender (or applicable its Lending Installation or any LC Issuer Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichGovernmental Authority: (ai) subjects shall subject any Lender (or any applicable its Lending Installation, any LC Issuer, or the Administrative Agent Office) to any Taxes (other than net income Taxes (including branch profits Taxes), franchise Taxes and other similar Taxes), with respect to Indemnified Taxesits Eurodollar Loans, Excluded Taxesits Revolving Notes, and Other Taxesits Letter(s) on its loans, loan principal, letters of credit, commitments, or other obligationsCredit, or its depositsparticipation in any thereof, reservesany Reimbursement Obligations owed to it or its obligation to make Eurodollar Loans, issue a Letter of Credit, or to participate therein (other liabilities or capital attributable thereto, than Taxes subject to Section 10.1(a)); or (bii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or shall impose on any applicable Lender (or its Lending Installation Office) or LC Issuer (other than reserves and assessments taken into account in determining on the interest rate applicable to Advances), or (c) imposes interbank market any other condition (other than Taxesaffecting its Eurodollar Loans, its Revolving Notes, its Letter(s) the result of which is Credit, or its participation in any thereof, any Reimbursement Obligation owed to increase the cost it, or its obligation to any Lender or any applicable Lending Installation or LC Issuer of making, funding or maintaining its make Eurodollar Loans, or to issue a Letter of issuing or participating in Facility LCsCredit, or reduces any amount receivable by any Lender or any applicable Lending Installation or LC Issuer in connection with its Loans, Facility LCs or participations to participate therein, or requires any Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, ; and the result of any of the foregoing is to increase the cost to such Person Lender (or its Lending Office) of making or maintaining its Loans or Commitments or of any Eurodollar Loan, issuing or maintaining a Letter of Credit, or participating in Facility LCs therein, or to reduce the amount of any sum received or receivable by such Person in connection Lender (or its Lending Office) under this Agreement or under any other Loan Document with respect thereto, by an amount deemed by such Loans or Commitments, Facility LCs or participations thereinLender to be material, then, within fifteen (15) 30 days after written demand by such PersonLender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Person, as the case may be, Lender such additional amount or amounts as will compensate such Person Lender for such increased cost or reduction in amount receivedto the extent that such Lender requests indemnification for any such costs or losses from the Borrower within one hundred and eighty (180) days of such Lender’s incurrence thereof.

Yield Protection. If, after the date of this Agreement, there occurs (i) any adoption of or change in any law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof by any Governmental or quasi-Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, includingor (ii) compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, notwithstanding central bank or comparable agency made by such authority, central bank or comparable agency after the date of this Agreement (any of the foregoing, a “Change in Law”, with the understanding that all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) authorities pursuant to Basel III, and shall constitute a “Change in each case under clauses (x) and (y), Law” regardless of the date enacted (subject to Section 3.7 below)enacted, adopted, issued, promulgated or implemented, or compliance by ) which:any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) Law which: (a) subjects any Lender or any applicable Lending Installation, any the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, compulsory loan, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to AdvancesEurodollar Advances and Daily Eurodollar Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or, continuing, converting, or maintaining its Eurodollar Loans or Daily Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, or Daily Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, or Daily Eurodollar Loans, 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, 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 Commitments Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or CommitmentsCommitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrower shall pay such Person, as the case may be, Person such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received, as the case may be; provided, however, that the Borrower shall not be required to compensate any Person for any such increased cost incurred or reduction suffered more than nine months prior to the date that such Person makes the aforesaid demand (except that if the Change in Law giving rise to such increased cost or reduction is retroactive, then such nine-month period shall be extended to include the period of retroactive effect thereof).

Yield Protection. If, on or after the date of this Agreement, there occurs any the adoption of any law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) ), or any change in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by the Issuer, any other Lender or any applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency: (any of the foregoing, a “Change in Law”) which: (ai) subjects the Issuer, any other Lender or any applicable Lending Installation, Installation to any LC IssuerTaxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on to the Issuer in respect of Letters of Credit or to any Lender in respect of its loans, loan principal, letters Eurodollar Loans or its participations in Letters of credit, commitmentsCredit, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Issuer, any other Lender or any applicable Lending Installation or LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to the Issuer, any other Lender or any applicable Lending Installation of issuing or LC Issuer participating in Letters of Credit or making, funding or maintaining its Loans, or of issuing or participating in Facility LCs, Eurodollar Loans or reduces any amount receivable by the Issuer, any other Lender or any applicable Lending Installation or LC Issuer in connection with Letters of Credit or its Eurodollar Loans, Facility LCs or participations therein, or requires the Issuer, any other Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of LoansLetters of Credit issued by it, Facility LCs the amount of its participations in Letters of Credit or participations therein the amount of Eurodollar Loans held or interest or LC Fees received by it, in each case by an amount deemed material by the Issuer or such Lender or LC Issuer, as the case may beother Lender, and the result of any of the foregoing is to increase the cost to the Issuer, such Person of making other Lender or maintaining its Loans or Commitments or such applicable Lending Installation of issuing or participating in Facility LCs Letters of Credit or making or maintaining its Eurodollar Loans or Commitment or to reduce the amount return received by the Issuer, such Person other Lender or such applicable Lending Installation in connection with such issuing or participating in Letters of Credit or its Eurodollar Loans or Commitments, Facility LCs or participations thereinCommitment, then, within fifteen (15) 15 days after of demand by the Issuer or such Personother Lender, the applicable Borrower (or, if any of the foregoing is not attributable or allocable to a particular Borrower, PHI) shall pay the Issuer or such Person, as the case may be, other Lender such additional amount or amounts as will compensate the Issuer or such Person Lender for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, there occurs any the adoption of any law or change in any law, governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) ), or any change in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or Lender, any applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (a) subjects any Lender or Lender, any applicable Lending Installation, Installation or any LC IssuerIssuer to any Taxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on to any Lender in respect of its loans, loan principal, letters Eurodollar Loans or Letters of credit, commitments, Credit or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoparticipations therein, or (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 Lender, any applicable Lending Installation or LC any Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or LC any Issuer of making, funding or maintaining its Loans, Eurodollar Loans or of issuing or participating in Facility LCs, Letters of Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or LC any Issuer in connection with its Loans, Facility LCs Eurodollar Loans or participations thereinLetters of Credit, or requires any Lender or Lender, any applicable Lending Installation or LC any Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs Eurodollar Loans or participations therein Letters of Credit held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC such Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person Lender, the applicable Lending Installation or such Issuer of making or maintaining its Loans Eurodollar Loans, Letters of Credit or Commitments or of issuing or participating in Facility LCs Commitment or to reduce the amount return received by such Person Lender, the applicable Lending Installation or such Issuer in connection with such Loans Eurodollar Loans, Letters of Credit or Commitments, Facility LCs or participations thereinCommitment, then, within fifteen (15) 15 days after of demand by such PersonLender or such Issuer, the Borrower shall pay such Person, as the case may be, Lender or such Issuer such additional amount or amounts as will compensate such Person Lender or such Issuer for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, there occurs any the adoption of or any change in any law, law or any governmental or quasi-governmental rule, regulation, guidelinepolicy, interpretation, guideline or directive (whether or not having the force of law) ), or any change in the interpretation, promulgation, implementation interpretation or administration thereof by any Governmental Authoritygovernmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives (x) in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, in each case under clause (y) pursuant to Basel III, and in each case under clauses (x) and (y), regardless of the date enacted (subject to Section 3.7 below), adopted, issued, promulgated or implemented, or compliance by any Lender or Lender, any applicable Lending Installation or any LC the Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”) whichagency: (ai) subjects any Lender or Lender, any applicable Lending Installation, Installation or the Issuer to any LC IssuerTaxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes) to any Lender or the Issuer in respect of its Eurodollar Loans, and Other Taxes) on its loans, loan principal, letters Letters of credit, commitments, Credit or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoparticipations therein, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or LC the Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or LC the Issuer of making, funding or maintaining its Loans, Eurodollar Loans or of issuing or participating in Facility LCs, Letters of Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or LC the Issuer in connection with its Loans, Facility LCs Eurodollar Loans or participations thereinLetters of Credit, or requires any Lender or Lender, any applicable Lending Installation or LC the Issuer to make any payment calculated by reference to the amount of Loans, Facility LCs Eurodollar Loans or participations therein Letters of Credit held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC the Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person Lender, the applicable Lending Installation or the Issuer of making or maintaining its Loans Eurodollar Loans, Letters of Credit or Commitments or of issuing or participating in Facility LCs Commitment or to reduce the amount return received by such Person Lender, the applicable Lending Installation or the Issuer in connection with such Loans Eurodollar Loans, Letters of Credit or Commitments, Facility LCs or participations thereinCommitment, then, within fifteen (15) 15 days after of demand by such PersonLender or the Issuer, the Borrower shall pay such Person, as Lender or the case may be, Issuer such additional amount or amounts as will compensate such Person Lender or the Issuer for such increased cost or reduction in amount received.