Common use of Yield Protection Clause in Contracts

Yield Protection. Subject to the provisions of Section 3.6, if, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR Loans, or (ii) imposes or increases or makes applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR Loans, by an amount deemed material by such Lender as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its SOFR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such SOFR Loans or Commitment, then, subject to the provisions of Section 3.6, Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received.

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

Yield Protection. Subject to the provisions of Section 3.6, if, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)Change in Law, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by of any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:Issuer therewith, (i) subjects any Lender or Issuer or any applicable Lending Installation party hereto Office to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Office), or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender or Issuer in respect of its SOFR LoansLoans or Facility Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or makes deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuer or any applicable Lending InstallationOffice (other than reserves and assessments taken into account in determining the interest rate applicable to Loans), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or Issuer or any applicable Lending Installation Office of making, funding or maintaining its SOFR Loans, loans or issuing or participating in letters of credit or reduces any amount receivable by any Lender or Issuer or any applicable Lending Installation Office in connection with its SOFR Loansloans, or requires any Lender or Issuer or any applicable Lending Installation Office to make any payment calculated by reference to the amount of SOFR Loansloans held, letters of credit issued or interest received by it, by an amount deemed material by such Lender as the case may beor Issuer, and the result then, within fifteen (15) days of any of the foregoing is to increase the cost to demand by such Lender or applicable Lending InstallationIssuer, the Borrower shall pay such Lender or Issuer that portion of such increased expense incurred or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Credit. Failure or delay on the part of any Lender or Issuer to demand compensation pursuant to this Section 2.13 shall not constitute a waiver of such Lender’s or Issuer’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuer for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuer, as the case may be, notifies the Borrower of making or maintaining its SOFR Loans or Commitment or the Change in Law giving rise to reduce the return received by such Lender or applicable Lending Installation in connection with such SOFR Loans or Commitment, then, subject to the provisions of Section 3.6, Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost costs or reduction reductions and of such Lender’s or the Issuer’s intention to claim compensation therefor; provided further that, if the Change in amount receivedLaw giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to indicate the period of retroactive effect thereof.

Yield Protection. Subject to the provisions of Section 3.6, ifIf, on or after the date of this AgreementEffective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (ia) subjects any Lender or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of with respect to Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR LoansAdvances, or (iib) imposes or increases or makes 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 InstallationInstallation (other than reserves and assessments taken into account in determining the interest rate applicable to SOFR Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR Loans, Advances or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR LoansAdvances, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LoansAdvances held or interest received by it, by an amount deemed material by such Lender as the case may beLender, and the result of any of the foregoing (a) – (c) is to increase the cost to such Lender or applicable Lending Installation, as the case may be, Installation of making or maintaining its SOFR Loans Advances or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such SOFR Loans Advances or Commitment, then, subject to promptly following written demand by such Lender, the provisions of Section 3.6, Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered, as the case may be, to the extent that such Lender fails to make a demand for such compensation within six (6) months after becoming aware of such Change in Law giving arise to such increased costs or reductions; provided, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. Subject to the provisions of Section 3.6If, if, on or after the date of this Agreementhereof, the adoption of or any change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (ia) subjects any Lender or any applicable Lending Installation party hereto to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or applicable Lending Installation imposed by the jurisdiction in which such Lender or Lending Installation is incorporated or has its principal place of business), or changes (excluding increases in the income tax rates imposed by the jurisdiction in which the applicable Lender or Lending Installation is incorporated or has its principal place of business) the basis of taxation of principal, interest or any other payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender or Lending Installation in respect of its SOFR Loans, its interest in the Facility Letters of Credit or other amounts due it hereunder, or (iib) imposes or increases or makes 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 InstallationInstallation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR Loans, Loans or issuing Facility Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR Loansany Loans or Facility Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LoansLoans held, Facility Letters of Credit issued or participated in or interest received by it, by an amount deemed material by such Lender as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its SOFR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such SOFR Loans or CommitmentLender, then, subject to within 15 days of demand by such Lender, the provisions of Section 3.6, Borrower shall pay such Lender that portion of such additional increased expense incurred or resulting in an amount or amounts as will compensate received which such Lender for such increased cost or reduction determines is attributable to making, funding and maintaining its Loans, its interest in amount receivedthe Facility Letters of Credit and its Commitment.

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

Yield Protection. Subject to the provisions of Section 3.6, ifIf, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any the Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any the Lender or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of with respect to Excluded Taxes, and Connection Income Taxes) to any the Lender in respect of its SOFR Loansthe Loan, or (ii) imposes or increases or makes deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Lender or any applicable Lending Installation, or (iii) imposes any other condition the direct result of which is to increase the cost to any the Lender or any applicable Lending Installation of making, funding or maintaining its SOFR Loansthe Loan, or reduces any amount receivable by any the Lender or any applicable Lending Installation in connection with its SOFR Loansthe Loan, or requires any the Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR Loansthe Loan, by an amount deemed a material by such Lender as the case may be, amount. and the result of any of the foregoing is to increase the cost to such the Lender or applicable Lending Installation, as the case may be, of making or maintaining its SOFR Loans or Commitment the Loan or to reduce the return received by such the Lender or applicable Lending Installation in connection with such SOFR Loans or Commitmentthe Loan, then, subject within fifteen (15) days of demand by the Lender which demand shall include an explanation to Borrower as to the provisions of Section 3.6increased cost to Lender, the Borrower shall pay such the Lender such additional amount or amounts as will compensate such the Lender for such increased cost or reduction in amount received.

Yield Protection. Subject to the provisions of Section 3.6If any change in, ifor introduction of, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:Issuer therewith, (i) subjects any Lender or Issuer or any applicable Lending Installation party hereto to any Taxesadditional tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Installation), or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR LoansLoans or Letters of Credit or participations therein or other amounts due it hereunder, or (ii) imposes or increases or makes deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuer or any applicable Lending InstallationInstallation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Committed Advances, Eurodollar Bid Rate Advances or Absolute Rate Advances), or (iii) imposes any other condition the direct result of which is to increase the cost to any Lender or Issuer or any applicable Lending Installation of making, funding funding, maintaining or maintaining its SOFR Loans, participating in the Loans or Letters of Credit or reduces any amount receivable by any Lender or Issuer or any applicable Lending Installation in connection with its SOFR Loansthe Loans or Letters of Credit, or requires any Lender or Issuer or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR Loansthe Loans or Letters of Credit held or interest received by it, by an amount deemed material by such Lender as the case may beLender, and the result then, within 15 days of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its SOFR Loans or Commitment or to reduce the return received demand by such Lender or applicable Lending Installation in connection with such SOFR Loans or CommitmentIssuer, then, subject to the provisions of Section 3.6, Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for Issuer that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans, Letters of Credit, participations therein and its Commitment. Any Lender or Issuer claiming or reasonably anticipating any additional amounts payable pursuant to Section 3.1(i) shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or the Administrative Agent or to change the jurisdiction of its applicable Lending Installation or Issuing Office or to contest any tax imposed if the making of such a filing or change or contesting such tax would avoid the need for or reduce the amount of any such additional amounts that may thereafter accrue and would not be otherwise disadvantageous to such Lender or Issuer in its opinion. The Borrower shall not be obligated to compensate any Lender or Issuer pursuant to this Section 3.1 for any amounts attributable to a period more than 90 days prior to the giving of notice by such Lender or Issuer to the Borrower of its intention to seek compensation under this Section 3.1.

Yield Protection. Subject to the provisions of Section 3.6If, if, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change therein, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender therewith, or applicable Lending Installation with any request or directive (whether or not having Regulation D of the force Board of law) Governors of any such authority, central bank or comparable agency:the Federal Reserve System, (ia) subjects any Lender or any applicable Lending Installation party hereto to any Taxestax, duty, charge or withholding on or from payments due from Borrower (excluding taxation of the net income of such Lender), or changes the basis of taxation (excluding taxation of the net income of such Lender) of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR Loanssuch Lender’s Loans or other amounts due it hereunder, or (iib) imposes imposes, modifies, or increases or makes 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 (other than reserves and assessments taken into account in determining the interest rate applicable Lending Installationto Libor Loans), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR Loans, advances or reduces any amount receivable by any such Lender or any applicable Lending Installation in connection with its SOFR Loansadvances, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR Loansadvances held or interest received by it, by an amount deemed material by such Lender, or (d) affects the amount of capital required or expected to be maintained by any Lender or any corporation controlling such Lender and such Lender determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make Loans hereunder, as applicable, or of commitments of this type, then, within ten (10) Business Days of demand by such Lender, Borrower agrees to pay such Lender that portion of such increased expense incurred (including, in the case may beof clause (d), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such law, rule, regulation, policy, guideline or directive and after taking into account such Lender’s policies as to capital adequacy) or reduction in an amount received which such Lender reasonably determines is attributable to making, funding and maintaining the applicable Loans. Notwithstanding the foregoing in this Section 3.1, if any Lender becomes entitled to claim any additional amounts pursuant to this Section, Borrower shall not be required to pay same unless they are the result of any of the foregoing is to increase the cost requirements imposed generally on lenders similar to such Lender and not the result of some specific reserve or applicable Lending Installation, as the case may be, of making or maintaining its SOFR Loans or Commitment or to reduce the return received by similar requirement imposed on such Lender or applicable Lending Installation in connection with as a result of such SOFR Loans or Commitment, then, subject to the provisions of Section 3.6, Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount receivedLender’s special circumstances.

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

Yield Protection. Subject to the provisions of Section 3.6, ifIf, on or after the date of this AgreementInitial Closing Date, any Lender determines that the adoption of or change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of with respect to Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR Eurodollar Loans, or (iib) imposes or increases or makes 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 InstallationInstallation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of agreeing to make or making, funding or maintaining its SOFR Loans, Eurodollar Loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR Eurodollar Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LoansEurodollar Loans held or interest received by it, by an amount deemed material by such Lender as the case may beLender, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending InstallationInstallation of making, as the case may be, of making funding or maintaining its SOFR Eurodollar Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such SOFR Eurodollar Loans or Commitment, then, subject to the provisions within 15 days of Section 3.6demand by such Lender, Borrower AMS shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received."

Yield Protection. Subject to the provisions of Section 3.6, if, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR LIBOR Loans, or (ii) imposes or increases or makes applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR LIBOR Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR LIBOR Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LIBOR Loans, by an amount deemed material by such Lender as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its SOFR LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such SOFR LIBOR Loans or Commitment, then, subject to the provisions of Section 3.6, Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received.

Yield Protection. Subject to the provisions of Section 3.6, ifIf, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyagency first made after the date hereof: (i) subjects any Lender or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of with respect to Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR Eurocurrency Loans, or (ii) imposes or increases or makes 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 InstallationInstallation (other than any component of the Reserve Requirement taken into account in determining the interest rate applicable to Eurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR Loans, Eurocurrency Loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR Eurocurrency Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LoansEurocurrency Loans held or interest received by it, by an amount reasonably deemed material by such Lender as the case may beLender, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, Installation of making or maintaining its SOFR Eurocurrency Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such SOFR Eurocurrency Loans or Commitment, then, subject to within 15 days of demand by such Lender, the provisions of Section 3.6, Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received.

Yield Protection. Subject to the provisions of Section 3.6, ifIf, on or after the date of this Agreement, the adoption of any law or any governmental governrnental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental Governmental or quasi-governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authorityAuthority, central bank or comparable agency: : (ia) subjects any Lender or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of with respect to Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR LoansLoans or other amounts due it hereunder, or or (iib) imposes or increases or makes 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 or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR Loans, Loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR any Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LoansLoans held, or interest received by it, by an amount deemed material by such Lender as the case may beLender, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, Installation of making or maintaining its SOFR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such SOFR Loans or Commitment, then, subject to within 15 days of demand by such Lender, the provisions of Section 3.6, Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received.

Yield Protection. Subject to the provisions of Section 3.6, if, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (i) subjects any Lender or any applicable Lending Installation party hereto to any Taxes, duties, charges or withholdings on or from payments due from the Borrowers, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR Revolving Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or makes 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 InstallationInstallation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Revolving Loans, L/C Interests or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR the Revolving Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its SOFR LoansRevolving Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LoansRevolving Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender as the case may be, Lender; and the result of any of the foregoing is to increase the cost to such that Lender or applicable Lending Installationof making, as the case may be, of making renewing or maintaining its SOFR Loans Revolving Loans, L/C Interests or Commitment Letters of Credit or to reduce any amount received under this Agreement, then, within 15 days after receipt by the return received Borrowers of written demand by such Lender or applicable Lending Installation in connection with such SOFR Loans or Commitmentpursuant to Section 4.5, then, subject to the provisions of Section 3.6, Borrower Borrowers shall pay such Lender such additional amount or amounts as will compensate such Lender for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Revolving Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. Subject to the provisions of Section 3.6, if, on or after the date of this Agreement, (a) If the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any Requirement of Law or in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of from any such authority, central bank or comparable agencyother Governmental Authority made subsequent to the date hereof: (i) subjects any shall subject such Lender or any applicable Lending Installation party hereto to any Taxestax of any kind whatsoever with respect to any LIBOR Rate Loan made by it, or changes change the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any such Lender in respect thereof (except for changes in the rate of its SOFR Loans, ortax on the overall net income of such Lender); (ii) imposes shall impose, modify or increases or makes hold applicable any reserve, assessmentspecial deposit, insurance charge, special deposit compulsory loan or similar requirement against assets ofheld by, deposits with or other liabilities in or for the account of, advances, loans or other extensions of credit extended by, or any other acquisition of funds by, any office of such Lender or any applicable Lending Installation, orwhich is not otherwise included in the determination of the LIBOR Rate hereunder; (iii) imposes any other condition the result of which is to increase the cost to impose on any Lender or the Issuing Lender or the London interbank market any applicable Lending Installation of makingother condition, funding cost or maintaining its SOFR Loans, expense affecting this Credit Agreement or reduces any amount receivable LIBOR Rate Loans made by any such Lender or any applicable Lending Installation in connection with its SOFR Loans, Letter of Credit or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR Loans, by an amount deemed material by participation therein; or (iv) shall impose on such Lender as the case may be, any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making or applicable Lending Installationmaintaining LIBOR Rate Loans or to reduce any amount receivable hereunder or under any Note, then, in any such case, the Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may be, of making for such additional cost or maintaining reduced amount receivable which such Lender reasonably deems to be material as determined by such Lender with respect to its SOFR Loans or Commitment or LIBOR Rate Loans. A certificate as to reduce the return received any additional amounts payable pursuant to this Section shall be submitted by such Lender or applicable Lending Installation in connection with such SOFR Loans or Commitmentthe Issuing Lender, thenthrough the Administrative Agent, subject to the provisions of Section 3.6, Borrower. The Borrower shall pay such Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate within fifteen (15) days after receipt thereof. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be material. (b) If any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender in its sole discretion to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate shall be certified by such Lender as being required to compensate it for such reduction. Such a certificate as to any additional amounts payable under this Section shall be submitted by a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower. (c) Failure or delay on the part of any Lender or the Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Lender's right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this Section for any increased cost costs incurred or reduction reductions suffered, as the case may be, to the extent that such Lender or the Issuing Lender fails to make a demand for such compensation more than nine (9) months after becoming aware of such change in amount receivedRequirement of Law giving arise to such increased costs or reductions. (d) The agreements in this Section 2.16 shall survive the termination of this Credit Agreement and payment of the Notes and all other amounts payable hereunder.

Yield Protection. Subject to the provisions of Section 3.6If any change in, ifor introduction of, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:Issuer therewith, (i) subjects any Lender or Issuer or any applicable Lending Installation party hereto to any Taxesadditional tax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Installation), or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR LoansLoans or Letters of Credit or participations therein or other amounts due it hereunder, or (ii) imposes or increases or makes deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuer or any applicable Lending InstallationInstallation (other than reserves and assessments taken into account in determining the interest rate applicable to Fixed Rate Advances), or (iii) imposes any other condition the direct result of which is to increase the cost to any Lender or Issuer or any applicable Lending Installation of making, funding funding, maintaining or maintaining its SOFR Loans, participating in the Loans or Letters of Credit or reduces any amount receivable by any Lender or Issuer or any applicable Lending Installation in connection with its SOFR Loansthe Loans or Letters of Credit, or requires any Lender or Issuer or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR Loansthe Loans or Letters of Credit held or interest received by it, by an amount deemed material by such Lender as the case may beLender, and the result then, within 15 days of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its SOFR Loans or Commitment or to reduce the return received demand by such Lender or applicable Lending Installation in connection with such SOFR Loans or CommitmentIssuer, then, subject to the provisions of Section 3.6, Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for Issuer that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans, Letters of Credit, participations therein and its Commitment. Any Lender or Issuer claiming or reasonably anticipating any additional amounts payable pursuant to Section 3.1(i) shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested by the Borrower or the Agent or to change the jurisdiction of its applicable Lending Installation or Issuing Office or to contest any tax imposed if the making of such a filing or change or contesting such tax would avoid the need for or reduce the amount of any such additional amounts that may thereafter accrue and would not be otherwise disadvantageous to such Lender or Issuer in its opinion. The Borrower shall not be obligated to compensate any Lender or Issuer pursuant to this Section 3.1 for any amounts attributable to a period more than 90 days prior to the giving of notice by such Lender or Issuer to the Borrower of its intention to seek compensation under this Section 3.1.

Yield Protection. Subject to the provisions of Section 3.6, if, on or after the date of this Agreement, the adoption of (a) If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw shall: (i) subjects any Lender impose, modify or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR Loans, or (ii) imposes or increases or makes hold applicable any reserve, assessmentspecial deposit, compulsory loan, insurance charge, special deposit charge or similar requirement against assets ofheld by, deposits with or other liabilities in or for the account of, advances, loans or other extensions of credit extended by, or any other acquisition of funds by, any office of such Lender; (ii) subject any Lender to any Taxes (other than Indemnified Taxes, Excluded Taxes or any applicable Lending InstallationOther Taxes, which are otherwise provided for in Section 3.01) on its Loans, Loan principal, Commitments, or other Obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) imposes impose on any Lender any other condition condition, cost or expense (other than Taxes) affecting this Agreement or the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR Loans, by an amount deemed material Loans made by such Lender as the case may be, or participation therein; and the result of any of the foregoing is to increase the cost to such Lender, by an amount that such Lender or applicable Lending Installation, as the case may bedeems in its reasonable discretion to be material, of making making, converting into, continuing or maintaining its SOFR any Loans or Commitment of maintaining its obligation to make any such Loan, or to reduce any amount receivable (whether of principal, interest or any other amount) by such Lender hereunder in respect thereof, then, in any such case, the return received Borrower shall promptly pay such Lender or such other Lender upon its demand, any additional amounts necessary to compensate such Lender for ​ ​ such increased cost or reduction suffered. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. Notwithstanding anything to the contrary, no Lender shall demand payment of any additional amounts or other compensation pursuant to this Section 3.03 unless such Lender is generally charging such amounts to similarly situated borrower, as determined by the applicable Lender. (b) If any Lender shall have determined in good faith that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company regarding capital adequacy or liquidity or in the interpretation or application thereof or compliance by such Lender or applicable Lending Installation in connection any direct or indirect parent entity or company controlling such Lender with such SOFR Loans any request or Commitment, then, subject directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority made subsequent to the provisions date hereof shall have the effect of Section 3.6reducing the rate of return on such Lender’s or such direct or indirect parent entity’s or company’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such direct or indirect parent entity or company could have achieved but for such Change in Law (taking into consideration such Lender’s or such direct or indirect parent entity’s or company’s policies with respect to capital adequacy) by an amount deemed by such Lender in its reasonable discretion to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such direct or indirect parent entity or company for such increased cost reduction suffered. (c) A certificate as to any additional amounts payable pursuant to this Section 3.03 submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error (it being understood that no Lender shall be required to disclose (i) any confidential or reduction in amount receivedprice sensitive information or (ii) any information to the extent prohibited by applicable Law). The obligations of the Borrower pursuant to this Section 3.03 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Yield Protection. Subject to the provisions of Section 3.6, if, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive directive, or any interpretation or implementation thereof, by any Governmental Authority charged with the administration thereof (whether or which, if not having the force of law), or any change is observed by the reasonable practice of commercial lenders in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:country involved): (i) subjects any Lender or any applicable Lending Installation party hereto to any Taxestax, duty, charge or withholding on or from payments due from either Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender or Lending Installation in respect of its SOFR Loans, its interest in the Facility Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or makes 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 InstallationInstallation (other than reserves or assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition (other than increases in amounts of capital required under Section 3.2) the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR Loans, Loans or reduces issuing or participating in Facility Letters of Credit or to reduce any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR Loansany Loans or Facility Letters of Credit, or requires to require any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LoansLoans held, Facility Letters of Credit issued or participated in or interest received by it, by an amount deemed material by such Lender as the case may beLender, and the result then, within 15 days of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its SOFR Loans or Commitment or to reduce the return received demand by such Lender or applicable Lending Installation in connection with pursuant to Section 3.6 (which demand shall be made not more than 60 days after such SOFR Loans or CommitmentLender becomes aware of the event which triggers it), then, subject to the provisions of Section 3.6, such Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, its interest in the Facility Letters of Credit and its Commitment.

Yield Protection. Subject to the provisions of Section 3.6If, if, on or after the date of this Agreementhereof, the adoption of of, or any change in, any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of the Agent or any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (ia) subjects the Agent, any Lender or any applicable Lending Installation party hereto to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of the Agent, any Lender or applicable Lending Installation imposed by the jurisdiction in which the Agent, such Lender or such Lending Installation is incorporated or has its principal place of business), or changes the basis of taxation of principal, interest or any other payments (other than for Indemnified Taxesto the Agent, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender or any Lending Installation in respect of its SOFR LoansLoans or other amounts due it hereunder (excluding taxation of the overall net income of the Agent, any Lender or applicable Lending Installation imposed by the jurisdiction in which the Agent, such Lender or such Lending Installation is incorporated or has its principal place of business), or (iib) imposes or increases or makes deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended byby the Agent, any Lender or any applicable Lending InstallationInstallation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR Loans, Loans or reduces any amount receivable by the Agent, any Lender or any applicable Lending Installation in connection with its SOFR any Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LoansLoans held, or interest received by it, by an amount deemed material by such Lender as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its SOFR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such SOFR Loans or CommitmentLender, then, subject to within 15 days of demand by the provisions of Section 3.6Agent or such Lender, the Borrower shall pay the Agent or such Lender that portion of such additional increased expense incurred or resulting in an amount or amounts as will compensate received which such Lender for such increased cost or reduction in amount receivedreasonably determines is attributable to making, funding and maintaining its Loans and its Commitment.

Yield Protection. Subject to the provisions of Section 3.6, if(a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or 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, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation party hereto or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of with respect to Excluded Taxes, and Connection Income Taxes) to any Lender or the LC Issuer in respect of its SOFR Loans, Facility LCs or participations therein, or (ii) imposes or increases or makes 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 InstallationInstallation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its SOFR 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 SOFR 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 SOFR 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 as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its SOFR Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such SOFR Loans or Commitment, Facility LCs or participations therein, then, subject to within 15 days of demand by such Lender or the provisions of Section 3.6LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount receivedreceived (provided that the Lenders or the LC Issuer have not been compensated for such additional costs or reduction in return or amounts received in the calculation of the Eurocurrency Base Rate). (b) Each Lender or LC Issuer shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 3.1. The Borrower shall not be required to compensate a Lender pursuant to this Section 3.1 for any increased costs or reduction in return or amounts received incurred more than 180 days prior to the date that such Lender notifies the Borrower of the change giving rise to such increased costs or reductions.

Yield Protection. Subject to the provisions of Section 3.6, ifIf, on or after the date of this AgreementInitial Closing Date, any ---------------- Lender determines that the adoption of or change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of with respect to Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR LIBOR Loans, or (iib) imposes or increases or makes 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 InstallationInstallation (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of agreeing to make or making, funding or maintaining its SOFR Loans, LIBOR Loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR LIBOR Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LoansLIBOR Loans held or interest received by it, by an amount deemed material by such Lender as the case may beLender, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending InstallationInstallation of making, as the case may be, of making funding or maintaining its SOFR LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such SOFR LIBOR Loans or Commitment, then, subject to the provisions within 15 days of Section 3.6demand by such Lender, Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received. Notwithstanding the foregoing, if any such Lender fails to notify Borrower within 180 days of such change, then such Lender shall only be entitled to payment for additional amounts incurred from and after the date which is 180 days prior to the date that such Lender gives such notice.

Yield Protection. Subject to the provisions of Section 3.6, ifIf, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of with respect to Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR LIBOR Rate Loans, or (iib) imposes or increases or makes 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 InstallationInstallation (other than the Reserve Requirement and any other reserves and assessments taken into account in determining the interest rate applicable to LIBOR Rate Advances), or (iiic) imposes any other condition the direct result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR LIBOR Rate Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR LIBOR Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LIBOR Rate Loans, by an amount deemed a material by such Lender as the case may beamount, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its SOFR LIBOR Rate Loans or Revolving Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such SOFR LIBOR Rate Loans or Revolving Commitment, then, subject to within 15 days of demand by such Lender, the provisions of Section 3.6, Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received.

Yield Protection. Subject to the provisions of Section 3.6, ifIf, on or after the date of this AgreementEffective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation Office with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation party hereto Office to any Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of with respect to Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR LIBO Rate Loans, or (ii) imposes or increases or makes 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 InstallationOffice (other than reserves and assessments taken into account in determining the interest rate applicable to LIBO Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation Office of making, funding or maintaining its SOFR LIBO Rate Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation Office in connection with its SOFR Loans, LIBO Rate Loans or requires any Lender or any applicable Lending Installation Office to make any payment calculated by reference to the amount of SOFR LoansLIBO Rate Loans held or interest received by it, by an amount deemed material by such Lender as the case may beLender, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, Office of making or maintaining its SOFR LIBO Rate Loans or Revolving Loan Commitment or to reduce the return received by such Lender or applicable Lending Installation Office in connection with such SOFR LIBO Rate Loans or Revolving Loan Commitment, then, subject to the provisions within 15 days of Section 3.6demand by such Lender, Borrower Co-Borrowers shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received.

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

Yield Protection. Subject to the provisions of Section 3.6, ifIf, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or 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: (ia) subjects any Lender or any applicable Lending Installation party hereto or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of with respect to Excluded Taxes, and Connection Income Taxes) to any Lender or the LC Issuer in respect of its SOFR Eurodollar Loans, Facility LCs or participations therein, or (iib) imposes or increases or makes 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 InstallationInstallation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its SOFR 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 SOFR 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 SOFR 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 as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its SOFR Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such SOFR Loans Eurodollar Loans, Commitment, Facility LCs or Commitmentparticipations therein, then, subject within fifteen days of demand by such Lender or the LC Issuer, as the case may be, each Borrower, with respect to amounts attributable to such Borrower as determined by the provisions of Section 3.6Agent, Borrower shall pay such Lender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. Subject to the provisions of Section 3.6, if, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:such, (ia) subjects any the Lender or any applicable Lending Installation party hereto to any Taxesincrease in any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or gross revenues of the Lender), or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of to the definition of Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR Loansthe Special Project Revolving Credit Facility or other amounts due it hereunder, or (iib) imposes or increases or makes 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 by the Lender or any (other than reserves and assessments taken into account in determining the interest rate applicable Lending Installationto the Special Project Revolving Credit Facility), or (iiic) imposes any other condition the result of which is to increase the cost to any the Lender or any applicable Lending Installation of making, funding or maintaining its SOFR Loans, the Special Project Revolving Credit Facility or reduces any amount receivable by any the Lender or any applicable Lending Installation in connection with its SOFR Loansthe Special Project Revolving Credit Facility, or requires any the Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR Loansthe Special Project Revolving Credit Facility held or interest received by it, by an amount deemed material by such the Lender, or (d) affects the amount of capital required to be maintained by the Lender as or any corporation controlling the case may beLender or the Lender determines the amount of capital required is increased by or based upon the existence of this Agreement, and then, within thirty (30) days after demand by the result of any Lender (together with a copy of the foregoing is applicable change in the law and calculations of amounts due), the Borrower shall pay to increase the cost to such Lender or applicable Lending InstallationLender, as the case may be, that portion of making or maintaining its SOFR Loans or Commitment or such increased expense incurred (including any reduction in the rate of return on capital to reduce the return received by such Lender or applicable Lending Installation in connection with such SOFR Loans or Commitment, then, subject to the provisions of Section 3.6, Borrower shall pay such Lender such additional an amount or amounts as will compensate such Lender below that which it could have achieved but for such increased cost change in regulation after taking into account the Lender’s policies as to capital adequacy) or reduction in an amount receivedreceived which the Lender, as the case may be, reasonably determines is attributable to making, funding and maintaining the Special Project Revolving Credit Facility, provided that the Lender shall provide to the Borrower a certificate setting forth such amount.

Yield Protection. Subject to the provisions of Section 3.6, if, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR LIBORSOFR Loans, or (ii) imposes or increases or makes applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR LIBORSOFR Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR LIBORSOFR Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LIBORSOFR Loans, by an amount deemed material by such Lender as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its SOFR LIBORSOFR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such SOFR LIBORSOFR Loans or Commitment, then, subject to the provisions of Section 3.6, Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received.

Yield Protection. Subject to the provisions of Section 3.6, if(a) If, on or after the date of this AgreementClosing Date, the adoption of any law applicable law, rule or regulation, or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)change therein, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or applicable its Lending Installation Office) or L/C Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority: (i) subjects shall subject any Lender (or any applicable its Lending Installation party hereto Office) or L/C Issuer to any Taxes, or changes the basis of taxation of payments Taxes (other than for (A) Indemnified Taxes and Other Taxes indemnifiable under Section 10.1 and (B) Excluded Taxes), Taxes described in clauses (b) through (dwith respect to its Eurodollar Loans, its Revolving Notes, its Letter(s) of the definition Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurodollar Loans, issue a Letter of Excluded TaxesCredit, and Connection Income Taxes) or to participate therein, or its deposits, reserves or other liabilities or capital attributable to any Lender in respect of its SOFR Loans, the foregoing; or (ii) imposes shall impose, modify or increases or makes 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 L/C Issuer or shall impose on any applicable Lender (or its Lending Installation, or (iiiOffice) imposes or L/C Issuer or on the interbank market any other condition the result affecting its Eurodollar Loans, its Revolving Notes, its Letter(s) 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 of making, funding or maintaining its SOFR make Eurodollar Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR Loansto issue a Letter of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR Loans, by an amount deemed material by such Lender as the case may be, participate therein; and the result of any of the foregoing is to increase the cost to such Lender (or applicable its Lending Installation, as the case may be, Office) or L/C Issuer of making or maintaining its SOFR Loans any Eurodollar Loan, issuing or Commitment maintaining a Letter of Credit, or participating therein, or to reduce the return amount of any sum received or receivable by such Lender (or its Lending Office) or L/C Issuer under this Agreement or under any other Loan Document with respect thereto, by an amount deemed by such Lender or applicable Lending Installation in connection with such SOFR Loans or CommitmentL/C Issuer to be material, then, subject within 30 days after written demand by such Lender or L/C Issuer (with a copy to the provisions of Section 3.6Administrative Agent), the Borrower shall be obligated to pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such increased cost or reduction reduction; provided that the Borrower shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 8.4(a) for any increased costs or reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include such period of retroactive effect). (b) If, after the Closing Date, any Lender, L/C Issuer or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or L/C Issuer or any corporation controlling such Lender or L/C Issuer with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority has had the effect of reducing the rate of return on such Lender’s, L/C Issuer’s or corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender, L/C Issuer or corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s, L/C Issuer’s or corporation’s policies with respect to capital adequacy or liquidity) by an amount receiveddeemed by such Lender or L/C Issuer to be material, then from time to time, within 30 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such reduction; provided that the Borrower shall not be required to com- pensate a Lender or L/C Issuer pursuant to this Section 8.4(b) for any reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include such period of retroactive effect). (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall, in each case, be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented (but solely to the extent the relevant increased costs or loss of yield would otherwise have been subject to compensation by the Borrower under the applicable increased cost provisions). (d) A Lender or L/C Issuer claiming compensation under this Section 8.4 shall only be entitled to reimbursement by the Borrower (i) if such Lender or L/C Issuer has delivered to Borrower a certificate claiming compensation under this Section 8.4 and setting forth the additional amount or amounts to be paid to it hereunder at the time of such demand, which shall be conclusive absent manifest error (it being understood that in determining such amount, such Lender may use any reasonable averaging and attribution methods) and (ii) to the extent the applicable Lender is generally requiring reimbursement therefor from similarly situated United States borrowers under comparable syndicated credit facilities; provided that, in connection with asserting any such claim, no confidential information need be disclosed. No failure or delay by a Lender or L/C Issuer in exercising any right or power pursuant to this Section 8.4 shall operate as a waiver thereof.

Yield Protection. Subject to the provisions of Section 3.6, ifIf, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:: US_Active\115440519\V-15 (ia) subjects any Lender or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of with respect to Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR LIBOR Rate Loans, or (iib) imposes or increases or makes 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 InstallationInstallation (other than the Reserve Requirement and any other reserves and assessments taken into account in determining the interest rate applicable to LIBOR Rate Advances), or (iiic) imposes any other condition the direct result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR LIBOR Rate Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR LIBOR Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LIBOR Rate Loans, by an amount deemed a material by such Lender as the case may beamount, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its SOFR LIBOR Rate Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such SOFR LIBOR Rate Loans or Commitment, then, subject to within 15 days of demand by such Lender, the provisions of Section 3.6, Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received.

Yield Protection. Subject to the provisions of Section 3.6, ifIf, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of with respect to Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR LIBOR Rate Loans, oror ncbcrex.htm 14534489\V-10 (ii) imposes or increases or makes 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 InstallationInstallation (other than the Reserve Requirement and any other reserves and assessments taken into account in determining the interest rate applicable to LIBOR Rate Advances), or (iii) imposes any other condition the direct result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR LIBOR Rate Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR LIBOR Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LIBOR Rate Loans, by an amount deemed a material by such Lender as the case may be, amount. and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its SOFR LIBOR Rate Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such SOFR LIBOR Rate Loans or Commitment, then, subject to within 15 days of demand by such Lender, the provisions of Section 3.6, Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received.

Yield Protection. Subject to the provisions of Section 3.6If, if, on or after the date of this Agreementhereof, the adoption of or ----------------- any change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender or applicable Lending Installation with any request or directive therewith, (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) a subjects any Lender or any applicable Lending Installation party hereto to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or applicable Lending Installation imposed by the jurisdiction in which such Lender or Lending Installation is incorporated or has its principal place of business), or changes (excluding increases in the income tax rates imposed by the jurisdiction in which the applicable Lender or Lending Installation is incorporated or has its principal place of business) the basis of taxation of principal, interest or any other payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender or Lending Installation in respect of its SOFR Loans, or its interest in the Facility Letters of Credit or other amounts due it hereunder, or (ii) b imposes or increases or makes 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 InstallationInstallation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or or (iii) c imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR Loans, Loans or issuing Facility Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR Loansany Loans or Facility Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LoansLoans held, Facility Letters of Credit issued or participated in or interest received by it, by an amount deemed material by such Lender as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its SOFR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such SOFR Loans or CommitmentLender, then, subject to within 15 days of demand by such Lender, the provisions of Section 3.6, Borrower shall pay such Lender that portion of such additional increased expense incurred or resulting in an amount or amounts as will compensate received which such Lender for such increased cost or reduction determines is attributable to making, funding and maintaining its Loans, its interest in amount receivedthe Facility Letters of Credit and its Commitment.

Yield Protection. Subject to the provisions of Section 3.6If any change in, ifor introduction of, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-quasi- governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by of any Lender or applicable Lending Installation with any request or directive therewith, (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender or any applicable Lending Installation party hereto to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR LoansFixed Rate Loans or other amounts due it hereunder, or or (iib) imposes or increases or makes 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 or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR Loans, Fixed Rate Loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR Fixed Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LoansFixed Rate Loans held or interest received by it, by an amount deemed material by such Lender as the case may beLender, and the result then, within 15 days of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its SOFR Loans or Commitment or to reduce the return received demand by such Lender specifying, in reasonable detail, the nature of the change or applicable Lending Installation in connection with such SOFR Loans or Commitmentintroduction, then, subject to the provisions of Section 3.6, Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans and its Commitment. The Borrower shall not be obligated to compensate any Lender pursuant to this Section 3.1 for any amounts attributable to a period more than 120 days prior to the giving of notice by such Lender to the Borrower of its intention to seek compensation under this Section 3.1 or its request therefor.

Yield Protection. Subject to the provisions of Section 3.6, if, on If any present or after the date of this Agreement, the adoption of any future law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), ) or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof(each a "Regulatory Requirement"), or compliance by the Company or any Lender or applicable Lending Installation (which term, for the purposes of this Section 3.1, shall be deemed to include 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:Regulatory Requirement, (i) subjects any Lender or any applicable Lending Installation party hereto to any Taxestax, duty, charge or withholding on or from payments due from a Credit Party (excluding taxation of the net income of any Lender or any Lending Installation and franchise taxes assessed by the jurisdiction in which any Lender maintains its principal place of business), or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR LoansCredit Extensions or other amounts due it hereunder, or (ii) imposes or increases or makes 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 InstallationInstallation (excluding reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR LoansLoans or Letters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR LoansLoans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LoansLoans or Letters of Credit held or interest received by it, by an amount reasonably deemed material by such Lender, or (iv) affects the amount of capital required or expected to be maintained by any Lender, its Lending Installation or any corporation controlling any Lender and has or would have the effect of reducing the rate of return on capital of such Lender, Lending Installation or corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender, Lending Installation or corporation controlling such Lender could have achieved but for such Regulatory Requirement (taking into consideration its policies with respect to capital adequacy), by an amount reasonably deemed by such Lender, Lending Installation or corporation controlling such Lender to be material, it being understood that this clause (iv) shall apply, without limitation, to the case may be, effects of compliance with the Risk-Based Capital Guidelines of the Federal Reserve System set forth in 12 C.F.R. Parts 208 and 225 and the result of any Risk-Based Capital Guidelines of the foregoing is Comptroller of the Currency, Department of the Treasury, set forth in 12 C.F.R. Part 3; then the Company agrees to increase the cost to pay such Lender or applicable Lending InstallationLender, as the case may be, within 15 days of making or maintaining its SOFR Loans or Commitment or to reduce the return received demand by such Lender or applicable Lending Installation in connection with such SOFR Loans or CommitmentLender, then, subject to the provisions that portion of Section 3.6, Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost expense incurred or reduction in an amount received.received which such Lender

Yield Protection. Subject to If any Change in Law, or the provisions of Section 3.6, if, on or after the date of this Agreement, the adoption compliance of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (ia) subjects any Lender or any applicable Lending Installation party hereto Office to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Office), or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR LoansLoans or other amounts due it hereunder, or (iib) imposes or increases or makes 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 InstallationOffice (other than reserves and assessments taken into account in determining the interest rate applicable to Loans), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation Office of making, funding or maintaining its SOFR Loans, loans or issuing or participating in letters of credit or reduces any amount receivable by any Lender or any applicable Lending Installation Office in connection with its SOFR Loansloans, or requires any Lender or any applicable Lending Installation Office to make any payment calculated by reference to the amount of SOFR Loansloans held, letters of credit issued or interest received by it, by an amount deemed material by such Lender, then, within fifteen (15) days of demand by such Lender, the Borrower shall pay such Lender as that portion of such increased expense incurred or reduction in an amount received which such Lender reasonably determines is attributable to making, funding and maintaining its Loans. Failure or delay on the case may be, and the result part of any Lender to demand compensation pursuant to this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the foregoing is Borrower shall not be required to increase compensate a Lender for any increased costs or reductions incurred more than 180 days prior to the cost to date that such Lender or applicable Lending InstallationLender, as the case may be, notifies the Borrower of making or maintaining its SOFR Loans or Commitment or the Change in Law giving rise to reduce the return received by such Lender or applicable Lending Installation in connection with such SOFR Loans or Commitment, then, subject to the provisions of Section 3.6, Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost costs or reduction reductions and of such Lender’s intention to claim compensation therefor; provided, further, that, if the Change in amount receivedLaw giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to indicate the period of retroactive effect thereof.

Yield Protection. Subject to the provisions of Section 3.6, if, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (i) subjects any Lender or Lender, any applicable Lending Installation party hereto or the Administrative Agent to any Taxestaxes, duties, levies, imposts, deductions, assessments, fees, charges or withholdings, and any and all liabilities with respect to the foregoing, on its loans, loan principal, letters of credit, commitments, or changes the basis of taxation of payments other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than for Indemnified (A) Taxes, (B) Excluded Taxes described in clauses or (bC) through (d) of the definition of Excluded Other Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR Loans), or (ii) imposes or increases or makes deems applicable any reserve, assessmentspecial deposit, insurance chargeliquidity, special deposit or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending InstallationInstallation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR Loans, Loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LoansLoans held or interest received by it, by an amount deemed material by such Lender Lender, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or Lender, applicable Lending InstallationInstallation or the Administrative Agent of making, as the case may becontinuing, of making converting into or maintaining its SOFR Loans or Commitment or to reduce the return received by such Lender or Lender, applicable Lending Installation or the Administrative Agent in connection with such SOFR Loans or Commitment, then, subject to within fifteen (15) days of demand by such Person, the provisions of Section 3.6, Borrower shall pay such Lender Person such additional amount or amounts as will compensate such Lender Person for such increased cost or reduction in amount received. Notwithstanding the foregoing provisions of this Section 4.1, if any Lender fails to notify the Borrower of any event or circumstance which will entitle such Lender to compensation pursuant to this Section 4.1 within ninety (90) days after such Lender obtains knowledge of such event or circumstance, then such Lender shall not be entitled to compensation from the Borrower for any amount arising prior to the date which is ninety (90) days before the date on which such Lender notifies the Borrower of such event or circumstance.

Yield Protection. Subject to the provisions of Section 3.6, ifIf, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyagency or any other Change: (i) subjects any Lender or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of with respect to Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR LIBOR RateSOFR Loans, or (ii) imposes or increases or makes 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 InstallationInstallation (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR RateSOFR Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR LIBOR RateSOFR Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR LIBOR RateSOFR Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LIBOR RateSOFR Loans, by an amount deemed material by such Lender as the case may be, and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, of making or maintaining its SOFR LIBOR RateSOFR Loans or Commitment Revolving CommitmentCommitments, if any, or of issuing or participating in Facility Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation in connection with such SOFR LIBOR Rate Loans or CommitmentRevolving CommitmentSOFR Loans, Commitments, Facility Letters of Credit or participations therein, then, subject to within 15 days of a demand by such Lender accompanied by reasonable evidence of the provisions occurrence of Section 3.6the applicable event under clauses (i), (ii) or (iii) above, the Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received.

Yield Protection. Subject to the provisions of Section 3.6, if, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by of any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (iA) subjects any Lender or any applicable Lending Installation party hereto to any Taxestax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.15(E)), or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR LoansRevolving Loan Commitment, Loans or other amounts due it hereunder, or (iiB) imposes or increases or makes 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 InstallationInstallation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment or Loans, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its SOFR Loans, Revolving Loan Commitment or Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its SOFR Revolving Loan Commitment or Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR LoansRevolving Loan Commitment or Loans held or interest received by it, by an amount deemed material by such Lender as the case may be, Lender; and the result of any of the foregoing is to increase the cost to such that Lender or applicable Lending Installationof making, as the case may be, of making renewing or maintaining its SOFR Revolving Loan Commitment or Loans or Commitment or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the return received Company or any other Borrower of written demand by such Lender or pursuant to Section 4.5, the applicable Lending Installation in connection with such SOFR Loans or Commitment, then, subject to the provisions of Section 3.6, Borrower Borrowers shall pay such Lender such additional amount or amounts as will compensate such Lender for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans and its Revolving Loan Commitment.

Yield Protection. Subject to the provisions of Section 3.6, ifIf, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (ia) subjects any Lender imposes, modifies or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) to any Lender in respect of its SOFR Loans, or (ii) imposes or increases or makes deems applicable any reserve, assessmentspecial deposit, compulsory loan, insurance charge, special deposit charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurocurrency Rate) or the L/C Issuer; (b) subjects any applicable Lending InstallationLender or the L/C Issuer to any Tax of any kind whatsoever (except for (i) Indemnified Taxes or Other Taxes covered by Section 3.05, (ii) Connection Income Taxes and (iii) Taxes described in clauses (b) through (d) of the definition of 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 (iiic) imposes on any Lender, the L/C Issuer or the London interbank market any other condition the result of which is to increase the condition, cost to any Lender or any applicable Lending Installation of making, funding expense affecting this Agreement or maintaining its SOFR Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its SOFR Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of SOFR Loans, by an amount deemed material Eurocurrency Loans made by such Lender as or the case may be, L/C Issuer; and the result of any of the foregoing is shall be to increase the cost to such Lender of making, continuing, converting to or maintaining any Eurocurrency Loans (or 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 applicable Lending Installationthe L/C Issuer of participating in, as the case may be, of making issuing or maintaining any Letter of Credit (or of maintaining its SOFR Loans obligation to participate in or Commitment to issue any Letter of Credit), or to reduce the return amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or applicable Lending Installation in connection with such SOFR Loans or Commitment, any other amount) then, subject to the provisions upon request of Section 3.6, Borrower shall pay such Lender or the L/C Issuer, WBA shall pay, or shall cause the applicable Borrower to pay, to such Lender or the L/C Issuer such additional amount or amounts as will compensate such Lender or the L/C Issuer for such increased cost additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to seek compensation under this Section 3.01 based on the occurrence of a Change in amount receivedLaw arising solely from (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated thereunder or issued in connection therewith or (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, unless such Lender is generally seeking compensation from other borrowers that are similarly situated to and of similar creditworthiness with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions similar to this Section 3.01.