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 with respect to Excluded Taxes) to any Lender in respect of its 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 LIBOR Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such 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 If the provisions of Section 3.6, ifadoption, on or after the date of this AgreementAgreement 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, on or after the Agreement Date, 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 which term, for purposes of lawthis Article III, shall be deemed to include each Issuer in such capacity) of any such authority, central bank or comparable agency:therewith, (i) 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 federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR LoansLoans 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 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 LIBOR Loans, loans (or letters of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Loansloans (or letters of credit or participations therein), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR Loansloans (or letters of credit or participations therein) 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR 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 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 applicable Commitment, the Facility Letters of Credit or any participations therein.

Yield Protection. Subject to If in the provisions determination of Section 3.6, if, any Lender on or after the date of this AgreementAgreement Date, the adoption of any law Applicable 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 such Lender or any applicable Lending Installation party hereto of such Lender to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its 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 such Lender or any applicable Lending InstallationInstallation of such Lender (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Loans), or (iii) imposes any other condition the result of which is to increase the cost to any such Lender or any applicable Lending Installation of making, funding or maintaining its LIBOR Loans, Loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR 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 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 authoritytherewith, central bank or comparable agency: (i) 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 2.14(e)), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR Revolving Loan Commitment, Loans, or (ii) its L/C Interests, the Letters of Credit or other amounts due it hereunder, or 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 (iii) Loans, L/C Interests or the Letters of Credit, or imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its LIBOR Revolving Loan Commitment, 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 LIBOR LoansRevolving Loan Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR LoansRevolving Loan Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender 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 LIBOR Loans Revolving Loan Commitment, Loans, L/C Interests, or Commitment Letters of Credit 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 LIBOR 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 reasonably determines is attributable to making, funding and maintaining its 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, 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)a person with regulatory powers over any Lender, 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, (i) 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 federal state or local taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR LoansLoans 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 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 of making, funding or maintaining its LIBOR Loans, Loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR 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 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 reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment.

Yield Protection. Subject to If the provisions of Section 3.6, ifadoption, on or after the date of this AgreementAgreement 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, on or after the Agreement Date, 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 which term, for purposes of lawthis Article III, shall be deemed to include each Issuer in such capacity) of any such authority, central bank or comparable agency:therewith, (i) 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 federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR LoansLoans 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 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 LIBOR Loans, loans (or letters of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Loansloans (or letters of credit or participations therein), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR Loansloans (or letters of credit or participations therein) 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR 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 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 applicable Commitment, the Facility Letters of Credit or any participations therein.

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 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 authoritytherewith, central bank or comparable agency: (i) 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 with respect to Excluded Taxes) to any Lender in respect of its LIBOR Revolving Loan Commitment, Loans, or (ii) its L/C Interests, the Letters of Credit or other amounts due it hereunder, or 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 (iii) Loans, L/C Interests or the Letters of Credit, or imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its LIBOR Revolving Loan Commitment, 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 LIBOR LoansRevolving Loan Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR LoansRevolving Loan Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender 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 LIBOR Loans Revolving Loan Commitment, Loans, L/C Interests, or Commitment Letters of Credit 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 LIBOR 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 reasonably determines is attributable to making, funding and maintaining its 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, 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)) which becomes effective after the date hereof, 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:Bank with such, (i) subjects any Lender Bank or any applicable Lending Installation party hereto to any Taxestax, duty, charge or withholding on or from payments due from the Company (excluding taxation of the overall net income of any Bank or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender Bank in respect of its LIBOR LoansLoans 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 Bank 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 Bank or any applicable Lending Installation of making, funding or maintaining its LIBOR Loans, loans or reduces any amount receivable by any Lender Bank or any applicable Lending Installation in connection with its LIBOR Loansloans, or requires any Lender Bank or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR Loans or CommitmentBank, then, subject to within 15 days of demand by such Bank, the provisions of Section 3.6, Borrower Company shall pay such Lender such additional amount or amounts as will compensate such Lender for Bank that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Bank determines is attributable to making, funding and maintaining its Loans and its Commitment.

Yield Protection. 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:therewith, (i) 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 federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR LoansLoans 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 Eurodollar Rate), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its LIBOR Loans, loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Loansloans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR Loans or CommitmentLender, then, subject to within 15 days after 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 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 Commitments.

Yield Protection. Subject to If in the provisions reasonable interpretation of Section 3.6, if, on the Agent or after the date of this Agreement, any Lender 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)) after the date hereof, or any change therein after the date hereof, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with after the interpretation or administration thereofdate hereof, or the compliance by of the Agent or any Lender or applicable Lending Installation with any request or directive (whether or not having therewith after the force of law) of any such authority, central bank or comparable agency:date hereof, (ia) subjects the Agent or any Lender or any applicable Lending Installation party hereto to any Taxestax, duty, charge, fee, deduction or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of the Agent or the Lenders), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to the Agent or any Lender in respect of its LIBOR Loansthe Financing Agreements 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 the Agent or any applicable Lending InstallationLender, or (iiic) imposes or increases or renders applicable any special deposit, assessment, insurance charge, reserve or liquidity or other similar requirement (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by the Agent or any Lender, or (d) imposes any other condition the result of which is to increase the cost to the Agent or any Lender or any applicable Lending Installation of making, funding or maintaining its LIBOR Loans, advances or reduces any amount receivable by the Agent or any Lender or any applicable Lending Installation in connection with its LIBOR Loansadvances, or requires the Agent or any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR Loansadvances held or interest received by it, by an amount deemed material by the Agent or such Lender, or (e) affects the amount of capital required or expected to be maintained by the Agent or any Lender or any corporation controlling the Agent or any Lender and the Agent or such Lender as determines the case may be, and amount of capital required is increased by or based upon the result existence of any this Agreement or its obligation to make loans hereunder or of the foregoing is to increase the cost to such Lender or applicable Lending Installation, as the case may be, commitments of making or maintaining its LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR Loans or Commitmentthis type, then, subject to within fifteen (15) days of demand by the provisions of Section 3.6Agent or any Lender, the Borrower shall pay the Agent or such Lender that portion of such additional increased expense incurred (including, in the case of clause (e), 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 amounts directive and after taking into account the Agent's or such Lender's policies as will compensate to capital adequacy) or reduction in an amount received which the Agent or such Lender determines is attributable to making, funding and maintaining the Financing Agreements; provided, that the Borrower shall not be liable for any portion of such increased cost expense incurred or reduction in such amount received by the Agent or any Lender unless the Agent or such Lender notifies the Borrower of such increased expense or reduction in amount received within ninety (90) days of the date the Agent or such Lender actually learns of such increased expense or reduction in amount received; provided, further, that in the event the Borrower objects to such increased expense, the Borrower may prepay the Liabilities, terminate this Agreement, and, in such event, the Borrower shall incur no prepayment penalty as described in Section 2.9.

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:therewith, (i) 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 federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR LoansLoans 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 Fixed 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 LIBOR Loans, loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Loansloans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR 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 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.

Yield Protection. Subject to If the provisions of Section 3.6, ifadoption, on or after the date of this AgreementAgreement 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, on or after the Agreement Date, 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 which term, for purposes of lawthis Article III, shall be deemed to include such Issuer in such capacity) of any such authority, central bank or comparable agency:therewith, (i) 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 federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR LoansLoans 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 Fixed 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 LIBOR Loans, loans (or letters of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Loansloans (or letters of credit or participations therein), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR 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 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 (PROVIDED, that the foregoing shall not include any amounts which First Chicago certifies is reflected in an increase of the Corporate Base Rate for the relevant period).

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-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) 3.1.1 subjects any Lender or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR Eurodollar Loans, or (ii) 3.1.2 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 (iii) 3.1.3 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 LIBOR Loans, Commitment or Eurodollar Loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Commitment or Eurodollar Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR LoansCommitment or Eurodollar 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 Lender or applicable Lending Installation, as the case may be, Installation of making or maintaining its LIBOR Commitment or Eurodollar Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR Loans Commitment or CommitmentEurodollar Loans, then, subject to within 15 days of demand, accompanied by the provisions of written statement required by Section 3.6, by such Lender, the Borrower shall pay such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction in amount received.

Yield Protection. Subject to If the provisions of Section 3.6, ifadoption, on or after the date of this AgreementAgreement 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, on or after the Agreement Date, 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 which term, for purposes of lawthis Article III, shall be deemed to include such Issuer in such capacity) of any such authoritytherewith, central bank or comparable agency: (i) i0 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 federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR LoansLoans or other amounts due it hereunder, or or (ii) ii0 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 Fixed Rate Advances), or or (iii) iii0 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 LIBOR Loans, loans (or letters of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Loansloans (or letters of credit or participations therein), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR Loansloans (or letters of credit or participations therein) 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR 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 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, Facility Letters of Credit (or participations therein) and its Facility A Commitment (provided, that the foregoing shall not include any amounts which First Chicago certifies are reflected in an increase of the Corporate Base Rate for the relevant period).

Yield Protection. Subject to If the provisions of Section 3.6, ifadoption, on or after the date of this AgreementAgreement 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, on or after the Agreement Date, 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 which term, for purposes of lawthis Article III, shall be deemed to include such Issuer in such capacity) of any such authoritytherewith, central bank or comparable agency: (i) i0 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 federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR LoansLoans or other amounts due it hereunder, or or (ii) ii0 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 Fixed Rate Advances), or or (iii) iii0 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 LIBOR Loans, loans (or letters of credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Loansloans (or letters of credit or participations therein), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR Loansloans (or letters of credit or participations therein) 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR 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 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 Facility B Commitment (PROVIDED, THAT the foregoing shall not include any amounts which First Chicago certifies are reflected in an increase of the Corporate Base Rate for the relevant period).

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 with respect to Excluded Taxes) to any Lender in respect of its 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 LIBOR Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such 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, 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: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 Company (excluding federal taxation of the overall net income of any Lender and any such tax, duty, charge or withholding in effect as of the date of this Agreement), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR Revolving Loans, orthe Letter of Credit or other amounts due it hereunder (excluding federal taxation of the overall net income of any Lender); (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 (other than reserves and assessments taken into account in determining the interest rate applicable to LIBOR Rate Loans) with respect to its Revolving Loans or any applicable Lending Installation, the Letter of Credit; or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its LIBOR Loans, the Revolving Loans or the Letter of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its LIBOR Loans, the Revolving Loans or the Letter of Credit or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR LoansRevolving Loans held or interest received by it or by reference to the amount of such Lender's participation in the Letter of Credit, by an amount deemed material by such Lender as the case may beLender; then, and the result 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 LIBOR Loans or Commitment or to reduce the return received demand by such Lender or applicable Lending Installation in connection with such LIBOR Loans or CommitmentLender, then, subject to the provisions of Section 3.6, Borrower Company 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 thereto. Such notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Company. (h) Section 5.13 of the Credit Agreement is created and reads as follows:

Yield Protection. Subject to the provisions of Section 3.6, if, on or If after the date of this Agreement, hereof the adoption introduction of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) (collectively, "RULES"), or any change in or modification of the Rules, or any 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 or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR LoansLoans or other amounts due it hereunder (excluding income taxes and franchise taxes (imposed in lieu of income taxes) imposed on any Agent or Lender as a result of a present or former connection between such Agent or Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein, other than any such connection arising solely from such Agent or Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), 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 LIBOR Loans, loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Loansloans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR Loans or CommitmentLender, then, subject to within 15 days of demand by such Lender, the provisions of Section 3.6, affected 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 or 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 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 with respect to Excluded Taxes) to any Lender in respect of its LIBOR LoansEurocurrency Loans 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 (other than reserves and assessments 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 LIBOR LoansEurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Eurocurrency Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR LoansEurocurrency Loans 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, of making or maintaining its LIBOR Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or to reduce the return received by such Lender or applicable Lending Installation Installation, as the case may be, in connection with such LIBOR Eurocurrency Loans or Commitment, then, subject to within 15 days of demand by such Lender, the provisions of Section 3.6, Borrower Borrowers shall pay such Lender Lender, such additional amount or amounts as will compensate such Lender for such the actual increased cost or reduction in amount received.

Yield Protection. Subject to the provisions of Section 3.6, if, on or If after the date of this Agreement, hereof the adoption introduction of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) (collectively, "RULES"), or any change in or modification of the Rules, or any 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 or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR LoansLoans or other amounts due it hereunder (excluding income taxes and franchise taxes (imposed in lieu of income taxes) imposed on the any Agent or Lender as a result of a present or former connection between such Agent or Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein, other than any such connection arising solely from such Agent or Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), 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 LIBOR Loans, loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Loansloans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR Loansloans held or interest received by it, by an amount deemed material by such Lender as the case may beLender, and the result 22 29 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 LIBOR Loans or Commitment or to reduce the return received demand by such Lender or applicable Lending Installation in connection with such LIBOR Loans or CommitmentLender, then, subject to the provisions of Section 3.6, affected 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 or its 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 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 with respect to Excluded Taxes) to any Lender in respect of its LIBOR Loans, L/C Interests 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 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 LIBOR Loans, Loans or issuing or participating in Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR 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 LIBOR LoansLoans or Letters of Credit 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR 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 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: (ia) subjects any Lender or any applicable Lending Installation party hereto to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR Loans, L/C Interests 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 LIBOR Loans, Loans or issuing or participating in Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR 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 LIBOR LoansLoans or Letters of Credit 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR 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 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 If after the date of this Agreement, hereof the adoption introduction of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) (collectively, "RULES"), or any change in or modification of the Rules, or any 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 any Borrower or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR LoansLoans or other amounts due it hereunder (excluding income taxes and franchise taxes (imposed in lieu of income taxes) imposed on the any Agent or Lender as a result of a present or former connection between such Agent or Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein, other than any such connection arising solely from such Agent or Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), 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 Fixed Rate 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 LIBOR Loans, loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Loansloans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR Loans or CommitmentLender, then, subject to within 15 days of demand by such Lender, the provisions of Section 3.6, affected 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 Revolving Credit Commitment or its Multicurrency 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 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, Taxes or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR Loans, L/C Interests 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 LIBOR Loans, Loans or issuing or participating in Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR 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 LIBOR LoansLoans or Letters of Credit 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR 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 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 with respect to Excluded Taxes) to any Lender or the Issuing Bank in respect of its LIBOR LoansLoans 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 (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 of making, funding or maintaining its LIBOR Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR LoansLoans or participations therein, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR LoansLoans 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation Installation, in connection with such LIBOR Loans Loans,or Commitmentparticipations therein, then, subject to within 30 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 new 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 with such adoption, change or applicable Lending Installation with any request or directive interpretation, (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) ai 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 the basis of taxation of principal, interest or any other payments (other than with respect to Excluded Taxes) to any Lender or Lending Installation in respect of its LIBOR LoansLoans or other amounts due it hereunder, or or (ii) bi 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) ci 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 LIBOR Loans, Loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR any Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR 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 in amount receiveddetermines is attributable to making, funding and maintaining its Loans and its Commitment.

Yield Protection. Subject to If the provisions of Section 3.6, ifadoption or promulgation, on or after ---------------- the date of this Agreementhereof, 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, on or after the date hereof, 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 such adoption, promulgation or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:change in interpretation, (i) 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 United States federal taxation of the overall net income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR Loans, its interest in the Facility Letters of Credit or other amounts due it hereunder, 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 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 result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its LIBOR Loans, loans or issuing letters of credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR 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 LIBOR Loansloans held, 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR 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 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 reasonably 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 (a) If the provisions of Section 3.6, if, on Bank or after the date of this Agreement, any Participant shall have determined that the adoption of any law or implementation of, or any governmental or quasi-governmental change in, any law, rule, treaty, regulation, policy, guideline guideline, supervisory standard or directive of, or any change in the interpretation, implementation, or administration thereof by, any Governmental Authority (in each case, subsequent to the Closing Date and whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank or any Lender or applicable Lending Installation Participant with any request by or directive of any Governmental Authority (in each case, subsequent to the Closing Date and whether or not having the force of law), including but not limited to any such changes to any law, rule, regulation, policy, guideline, standard, directive, interpretation or application implementing, invoking or in any way related to any provision (as now or hereafter amended) of the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (or any such authorityother statute referred to therein or amended thereby) or any rules, central bank guidelines, standards, policies, regulations, or comparable agency: directives promulgated by the Basel Committee on Banking Supervision or the Bank for International Settlements (BIS) (or any successor or similar organizations), shall (i) subjects any Lender or any applicable Lending Installation party hereto to any Taxes, or changes change the basis of taxation of payments to the Bank or such Participant of any amounts payable hereunder (other than with respect to Excluded Taxes) to any Lender in respect except for taxes on the overall net income or profits of its LIBOR Loansthe Bank or such Participant), or (ii) imposes impose, modify or increases or makes deem applicable any reserve, assessmentliquidity, special deposit, insurance premium, fee, financial charge, special deposit monetary burden or similar requirement against issuing the Letter of Credit or honoring draws under the Letter of Credit, or complying with any term of this Agreement, or against assets ofheld by, or deposits with or for the account of, the Bank or credit extended by, any Lender such Participant or any applicable Lending Installation, or (iii) imposes impose on the Bank or such Participant any other condition condition, expense or cost regarding this Agreement or the result Letter of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its LIBOR Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR Loans, by an amount deemed material by such Lender as the case may beCredit, and the result of any of the foregoing is event referred to in clause (i), (ii) or (iii) above shall be to increase the cost to the Bank or such Lender Participant of issuing the Letter of Credit or applicable Lending Installation, as honoring draws under the case may be, Letter of making Credit or maintaining its LIBOR Loans or Commitment complying with any term of this Agreement or to reduce the return amount of any sum received or receivable by the Bank or such Lender or applicable Lending Installation in connection with such LIBOR Loans or CommitmentParticipant hereunder, then, subject to upon receipt of supported documentation from the provisions of Section 3.6Bank, the Borrower shall pay to the Bank for its own account, or for the account of such Lender Participant, as applicable, such additional amount or amounts as will compensate the Bank or such Lender Participant for such increased cost costs or reductions in amount. (b) If the Bank or any Participant shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty, regulation, policy, guideline, supervisory standard or directive of, or any change in the interpretation, implementation, or administration thereof by, any Governmental Authority (in each case, subsequent to the Closing Date and whether or not having the force of law), or compliance by the Bank or any Participant with any request by or directive of any Governmental Authority (in each case, subsequent to the Closing Date and whether or not having the force of law), including but not limited to any changes to any such law, rule, regulation, policy, guideline, standard, directive, interpretation or application implementing, invoking or in any way related to any provision (as now or hereafter amended) of the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (or any other statute referred to therein or amended thereby) or any rules, guidelines, standards, or directives promulgated by the Basel Committee on Banking Supervision or the Bank for International Settlements (BIS) (or any successor or similar organizations), shall impose, modify or deem applicable any capital (including but not limited to contingent capital) adequacy, reserve, insurance, liquidity or similar requirement (including, without limitation, a request or requirement that affects the manner in which the Bank or any Participant allocates capital resources or reserves to its commitments (including its obligations under letters of credit)) that either (i) affects or would affect the amount of capital or reserves to be maintained by the Bank or such Participant or (ii) reduces or would reduce the rate of return on the Bank’s or such Participant’s capital or reserves to a level below that which the Bank or such Participant could have achieved but for such circumstances (taking into consideration the policies of the Bank or such Participant with respect to capital adequacy or the maintenance of reserves) then, upon receipt of supported documentation from the Bank, the Borrower shall pay to the Bank for its own account, or for the account of such Participant, as applicable, such additional amount or amounts as will compensate the Bank or such Participant for such event. (c) All payments of amounts referred to in clauses (a) and (b) above shall be paid by the Borrower to the Bank within five Business Days of such demand. A certificate as to such increased cost, increased capital, or reduction in return incurred by the Bank or any Participant as a result of any event mentioned in clause (a) or (b) of this subsection setting forth, in reasonable detail, the basis for calculation and the amount receivedof such calculation shall be submitted by the Bank to the Borrower simultaneously with such demand for payment and shall be conclusive as to the amount thereof absent manifest error. In making the determinations contemplated by the above-referenced certificate, the Bank or Participant may make such reasonable estimates, assumptions, allocations and the like that the Bank or Participant in good faith determines to be appropriate. The obligations of the Borrower under this Section shall survive the termination of this Agreement.

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, or applicable Lending Installation 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, or any applicable Lending Installation party hereto Installation, to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR LoansEurodollar Loans 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 Lender, 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 or any applicable Lending Installation Installation, of making, funding or maintaining its LIBOR Eurodollar Loans, or reduces any amount receivable by any Lender or any applicable Lending Installation Installation, in connection with its LIBOR LoansEurodollar Loans or participations therein, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR LoansEurodollar Loans or participation therein 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, of making or maintaining its LIBOR Eurodollar Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation Installation, as the case may be, in connection with such LIBOR Loans Eurodollar Loans, the Commitment or Commitmentparticipations therein, 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.

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 the basis of taxation of principal, interest or any other payments (other than with respect to Excluded Taxes) to any Lender or Lending Installation in respect of its LIBOR 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 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 LIBOR Loans, Loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR any Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR 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 in amount receiveddetermines is attributable to making, funding and maintaining its Loans 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 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 Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding Federal, state and local income, franchise or similar taxes on the income of any Lender or applicable Lending Installation), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its LIBOR LoansLoan, 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 Installation, 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 LIBOR Loans, loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR Loansloans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR Loans or CommitmentLender, then, subject to within ten (10) days after 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 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 Loan 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 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 the basis of taxation of principal, interest or any other payments (other than with respect to Excluded Taxes) to any Lender or Lending Installation in respect of its LIBOR 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 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 LIBOR Loans, Loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its LIBOR any Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of LIBOR 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 LIBOR Loans or Commitment or to reduce the return received by such Lender or applicable Lending Installation in connection with such LIBOR Loans or CommitmentLender, then, subject to within 30 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 determines is attributable to making, funding and maintaining its Loans and its Commitment; provided that the Borrower shall not be required to pay any such expense or reimburse for such increased cost or reduction in amount receivedreduced amounts received more than 180 days prior to the date of demand.