Common use of Yield Protection Clause in Contracts

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

Yield Protection. If (a) If, on or after the Amendment and Restatement Effective Date, the adoption of any law applicable law, rule or regulation, or any governmental change therein, or quasi-governmental ruleany change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, regulation, policy, guideline or compliance by any Lender (or its Lending Office) or L/C Issuer with any request or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,such Governmental Authority: (i) subjects shall subject any Lender (or any applicable its Lending Installation Office) or L/C Issuer to any tax, duty, charge or withholding on or from payments due from any Borrower Taxes (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by other than (A) Indemnified Taxes and Other Taxes indemnifiable under Section 2.14(E)10.1 and (B) Excluded Taxes), or changes the basis of taxation of payments with respect to any Lender in respect of its Commitment, Term Benchmark Loans, its L/C InterestsRevolving Notes, the Letters its Letter(s) of Credit Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Term Benchmark Loans, issue a Letter of Credit, or to participate therein, or its deposits, reserves or other amounts due it hereunder, liabilities or capital attributable to any of the foregoing; or (ii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or any applicable its Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate LoansOffice) with respect to its Commitment, Loans, or L/C Interests Issuer or shall impose on any Lender (or its Lending Office) or L/C Issuer or on the Letters of Credit, or (iii) imposes interbank market any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining affecting its Commitment, the Term Benchmark Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its CommitmentRevolving Notes, Loans or Letters its Letter(s) of Credit, or requires its participation in any Lender thereof, any Reimbursement Obligation owed to it, or any applicable Lending Installation its obligation to make any payment calculated by reference Term Benchmark Loans, or to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters issue a Letter of Credit, by an amount deemed material by such Lenderor to participate therein; and the result of any of the foregoing is to increase the cost to that such Lender of making, renewing (or maintaining its Commitment, Loans, Lending Office) or L/C InterestsIssuer of making or maintaining any Term Benchmark Loan, issuing or maintaining a Letter of Credit, or Letters of Credit participating therein, or to reduce the amount of any amount sum received or receivable by such Lender (or its Lending Office) or L/C Issuer under this AgreementAgreement or under any other Loan Document with respect thereto, by an amount deemed by such Lender or L/C Issuer to be material, then, within fifteen (15) 30 days after receipt by the Company or any other Borrower of written demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrowers shall be obligated to pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such increased cost or reduction; provided that the Borrowers shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 4.5, 8.4(a) for any increased costs or reductions suffered more than one hundred and eighty (180) days prior to the applicable Borrowers shall pay date that Lender or L/C Issuer notifies the Lead Borrower of the change in law giving rise to such Lender that portion increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased expense incurred costs or reduction in an amount received which reductions is retroactive, then the 180-day period referred to above shall be extended to include such Lender determines is attributable to makingperiod of retroactive effect). (b) If, funding after the Amendment and maintaining its LoansRestatement Effective Date, any Lender, L/C InterestsIssuer or the Administrative Agent shall have determined that the adoption of any applicable law, Letters rule or regulation regarding capital adequacy or liquidity requirements, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or L/C Issuer or any corporation controlling such Lender or L/C Issuer with any request or directive regarding capital adequacy or liquidity (whether or not having the force of Credit law) of any such Governmental Authority has had the effect of reducing the rate of return on such Lender’s, L/C Issuer’s or corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender, L/C Issuer or corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s, L/C Issuer’s or corporation’s policies with respect to capital adequacy or liquidity) by an amount deemed by such Lender or L/C Issuer to be material, then from time to time, within 30 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrowers shall pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such reduction; provided that the Borrowers shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 8.4(b) for any reductions suffered more than one hundred and its Commitmenteighty (180) days prior to the date that Lender or L/C Issuer notifies the Lead Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include such period of retroactive effect). (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall, in each case, be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented (but solely to the extent the relevant increased costs or loss of yield would otherwise have been subject to compensation by the Borrowers under the applicable increased cost provisions). (d) A Lender or L/C Issuer claiming compensation under this Section 8.4 shall only be entitled to reimbursement by the Borrowers (i) if such Lender or L/C Issuer has delivered to Lead Borrower a certificate claiming compensation under this Section 8.4 and setting forth the additional amount or amounts to be paid to it hereunder at the time of such demand, which shall be conclusive absent manifest error (it being understood that in determining such amount, such Lender may use any reasonable averaging and attribution methods) and (ii) to the extent the applicable Lender is generally requiring reimbursement therefor from similarly situated United States borrowers under comparable syndicated credit facilities; provided that, in connection with asserting any such claim, no confidential information need be disclosed. No failure or delay by a Lender or L/C Issuer in exercising any right or power pursuant to this Section 8.4 shall operate as a waiver thereof.

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

Yield Protection. If If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance Issuing Bank with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (ia) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or any applicable Lending Installation or the Issuing Bank in respect of its Commitment, LIBOR Loans, its L/C Interests, the Facility Letters of Credit or other amounts due it hereunderparticipations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditLIBOR Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its Commitment, the LIBOR Loans, the L/C Interests or the of issuing or participating in Facility Letters of Credit Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its CommitmentLIBOR Loans, Loans or Facility Letters of CreditCredit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of CommitmentLIBOR Loans, Loans Facility Letters of Credit or L/C Interests participations therein held or interest or LC Fees received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Lender or the Issuing Bank as the case may be, and the result of any of the foregoing is would be to increase the cost to that such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making, renewing making or maintaining its Commitment, Loans, L/C Interests, LIBOR Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such LIBOR Loans, Commitment, Facility Letters of Credit or participations therein, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the Issuing Bank, as the case may be, the applicable Borrowers Borrower shall pay such Lender that portion of or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreceived.

Yield Protection. If the adoption, on or after the Agreement Date, of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change, on or after the Agreement Date, in interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender (which term, for purposes of this Article III, shall be deemed to include each Issuer in such capacity) therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding federal taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Loans or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests loans (or the Letters letters of Credit credit or participations therein) or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans loans (or Letters letters of Creditcredit or participations therein), or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans loans (or L/C Interests letters of credit or participations therein) held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5Lender, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interestsits applicable Commitment, the Facility Letters of Credit and its Commitmentor any participations therein.

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

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

Yield Protection. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewiththerewith (any of the foregoing, a “Change in Law”), (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)Excluded Taxes), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Loans or other amounts due it hereunder; provided, that this clause (i) shall not apply with respect to any Taxes to which Section 3.5 applies, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Fixed Rate Loans, L/C Interests or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit Fixed Rate Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of CreditFixed Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest or fee received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit Loans or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other relevant Borrower of written demand by such Lender pursuant to Section 4.53.6, the applicable Borrowers such Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit Loans and its Commitment.

Yield Protection. If If, after the date of this Agreement (for purposes of this Agreement, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all guidelines and regulations adopted in connection therewith are deemed to have been adopted after the date hereof), the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation change therein, or application thereof by any Governmental Authority charged with change in the interpretation or application administration thereof, or the compliance of any Lender therewith, or Regulation D of the Board of Governors of the Federal Reserve System, (ia) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation of the overall net income or receipts of any such Lender or taxation of a similar basis, which are governed by Section 2.14(E)any branch profits taxes), or changes the basis of taxation of payments to any such Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Loans or other amounts due it hereunder, or (iib) imposes imposes, modifies, or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Libor Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit advances or reduces any amount receivable by any such Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Creditadvances, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests advances held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters -40- (d) affects the amount of Credit capital required or expected to reduce be maintained by any Lender or any corporation controlling such Lender and such Lender determines the amount received under of capital required is increased by or based upon the existence of this AgreementAgreement or its obligation to make Loans hereunder or of commitments of this type, then, within fifteen three (153) days after receipt by the Company or any other Borrower Business Days of written demand by such Lender pursuant to Section 4.5Lender, the applicable Borrowers shall Borrower agrees to pay such Lender that portion of such increased expense incurred (including, in the case of clause (d), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such law, rule, regulation, policy, guideline or directive and after taking into account such Lender’s policies as to capital adequacy) or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its the Loans, L/C Interests, Letters of Credit and its Commitment.

Yield Protection. If If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application administration thereof, or compliance by any Lender or the compliance LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Commitment, Eurodollar Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunderparticipations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Commitment, the Eurodollar Loans, the L/C Interests or the of issuing or participating in Letters of Credit Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its CommitmentEurodollar Loans, Loans or Letters of CreditCredit or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of CommitmentEurodollar Loans, Loans Letters of Credit or L/C Interests participations therein held or interest or fees received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; , or the LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to that such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making, renewing making or maintaining its Eurodollar Loans or Commitment, or of issuing or participating in Letters of Credit, or to reduce the return received by such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, L/C Interests, Commitment or Letters of Credit or to reduce any amount received under this Agreementparticipations therein, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the LC Issuer, as the applicable Borrowers case may be, Borrower shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreceived.

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

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

Yield Protection. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) , subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E2.14(e)), or changes the basis of taxation of payments to any Lender in respect of its Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) or imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iii) or imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Revolving Loan Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Revolving Loan Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Revolving Loan Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender reasonably determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If any law If, on or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction Agreement, any Change in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,Law: (i) subjects any Lender or any applicable Lending Installation to any taximposes, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases modifies or deems applicable any reserve, assessmentspecial deposit, compulsory loan, insurance charge, special deposit charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in Term SOFR) or any applicable Lending Installation Issuing Lender; (ii) subjects any Lender or Issuing Lender to any Tax of any kind whatsoever (except for Indemnified Taxes or Other Taxes covered by Section 3.05 and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to obligations, or its Commitmentdeposits, Loansreserves, L/C Interests other liabilities or the Letters of Credit, capital attributable thereto; or (iii) imposes any other condition the result of which is to increase the cost to on any Lender or any applicable Lending Installation of makingIssuing Lender any other condition, funding cost or maintaining its Commitment, the Loans, the L/C Interests expense affecting this Agreement or the Letters SOFR Loans made by such Lender or any Letter of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lenderparticipation therein; and the result of any of the foregoing is shall be to increase the cost to that such Lender of making, renewing continuing, converting to or maintaining any SOFR Loans (or, in the case of a Change in Law with respect to Taxes, any Loan) or of maintaining its Commitment, Loans, L/C Interestsobligation to make any such Loan, or Letters to increase the cost to such Lender or Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any amount sum received under this Agreementor receivable by such Lender or Issuing Lender hereunder (whether of principal, then, within fifteen (15) days after receipt by the Company interest or any other Borrower amount) then, upon request of written demand by such Lender pursuant to Section 4.5or Issuing Lender, the applicable Borrowers Borrower shall pay to such Lender that portion of or Issuing Lender, as the case may be, such increased expense additional amount or amounts as will compensate such Lender or Issuing Lender, as the case may be, for such additional costs incurred or reduction in an amount received which suffered. Notwithstanding the foregoing, no Lender or Issuing Lender shall be entitled to seek compensation under this Section 3.01 unless such Lender determines or Issuing Lender is attributable generally seeking compensation from other borrowers that are similarly situated to makingand of similar creditworthiness with respect to its similarly affected commitments, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentloans and/or participations under agreements with such borrowers having provisions similar to this Section 3.01.

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

Yield Protection. If If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from any Borrower Taxes (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)including UK Tax), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Commitment, Eurocurrency Loans, its L/C Interests, the Letters of Credit Facility LCs or other amounts due it hereunderparticipations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditEurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Commitment, the Eurocurrency Loans, the L/C Interests or the Letters of Credit issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its CommitmentEurocurrency Loans, Loans Facility LCs or Letters of Creditparticipations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of CommitmentEurocurrency Loans, Loans Facility LCs or L/C Interests participations therein held or interest or LC Fees received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to that such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making, renewing making or maintaining its Commitment, Eurocurrency Loans, L/C Interests, Revolving Loan Commitment or Letters Term Loan Commitment or of Credit issuing or participating in Facility LCs or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans, Revolving Loan Commitment or Term Loan Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the LC Issuer, as the case may be, the applicable Borrowers shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreceived.

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

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

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

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

Yield Protection. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction Change in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,Law: (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, orAdvances); (iiiii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its CommitmentRevolving Loan Commitment or Eurodollar Loans or of issuing or participating in Facility LCs, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Commitment, Revolving Loan Commitment or Eurodollar Loans or Letters of CreditFacility LCs (including participations therein), or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Commitment, Revolving Loan Commitment or Eurodollar Loans or L/C Interests Facility LCs (including participations therein) held or interest or LC Fees received by it or by reference to the Letters of Creditit, by an amount deemed material by such LenderLender or the LC Issuer, as applicable; or (iii) subjects any Recipient to any taxes (other than (A) Taxes, (B) Other Taxes, (C) Excluded Taxes or (D) Other Connection Taxes on gross or net income, profits or revenue (including value-added or similar taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost to that such Lender or applicable Lending Installation, the LC Issuer or any other Recipient of making, renewing making or maintaining its CommitmentEurodollar Loans (in the case of the preceding clauses (i) or (ii)) or Loans (in the case of preceding clause (iii)) or Revolving Loan Commitment or of issuing or participating in Facility LCs, Loansas applicable, L/C Interests, or Letters of Credit or to reduce the return received by such Lender or applicable Lending Installation, the LC Issuer or any amount received under this Agreementother Recipient in connection with such Loans or Revolving Loan Commitment or Facility LCs (including participations therein), then, within fifteen (15) days after receipt of demand, accompanied by the Company or any other Borrower of written demand statement required by Section 3.6, by such Lender pursuant to Section 4.5Lender, the applicable Borrowers LC Issuer or such other Recipient, as applicable, the Borrower shall pay such Lender that portion of Lender, the LC Issuer or such other Recipient, as applicable, such additional amount or amounts as will compensate such Lender, the LC Issuer or such other Recipient, as applicable, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreceived.

Yield Protection. (a) If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction Change in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewithLaw, (i) subjects any Lender Bank or any applicable Lending Installation to any tax, duty, charge charge, withholding levy, imposts, deduction, assessment or withholding fee on or from payments due from any Borrower (excluding taxation its loans, loan principal, letters of the overall net income of any Lender or taxation of a similar basiscredit, which are governed by Section 2.14(E))commitments, or changes the basis of taxation of payments to any Lender in respect of other obligations, or its Commitmentdeposits, Loansreserves, its L/C Interestsother liabilities or capital attributable thereto (other than (A) Taxes, the Letters of Credit or other amounts due it hereunder(B) Excluded Taxes, and (C) Other Taxes), or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, by any Lender Bank or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) including any reserve costs under Regulation D with respect to its Commitment, Loans, L/C Interests or the Letters of CreditEurocurrency liabilities (as defined in Regulation D)), or (iii) imposes any other condition the result of which is to increase the cost to any Lender Bank or any applicable Lending Installation of making, funding or maintaining its CommitmentAdvances, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender Bank or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, Advances or requires any Lender Bank or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held its Outstanding Credit Exposure or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Bank, or (iv) affects the amount of capital required or expected to be maintained by any Bank or any applicable Lending Installation or any corporation controlling any Bank and such Bank determines the result amount of any capital required is increased by or based upon the existence of the foregoing is this Agreement or its obligation to increase the cost to that Lender make Advances hereunder or of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters commitments of Credit or to reduce any amount received under this Agreementtype, then, within fifteen upon presentation by such Bank to the Company of a certificate (15as referred to in the immediately succeeding sentence of this Section 4.1) setting forth the basis for such determination and the additional amounts reasonably determined by such Bank for the period of up to ninety (90) days after receipt by prior to the date on which such certificate is delivered to the Company or any other Borrower and the Agent, to be sufficient to compensate such Bank in light of written demand by such Lender pursuant to Section 4.5circumstances, the applicable Borrowers Company shall within thirty (30) days of such delivery of such certificate pay to the Agent for the account of such Lender that portion Bank the specified amounts set forth on such certificate. The affected Bank shall deliver to the Company and the Agent a certificate setting forth the basis of the claim and specifying in reasonable detail the calculation of such increased expense incurred expense, which certificate shall be prima facie evidence as to such increase and such amounts. An affected Bank may deliver more than one certificate to the Company during the term of this Agreement. In making the determinations contemplated by the above-referenced certificate, any Bank may make such reasonable estimates, assumptions, allocations and the like that such Bank in good faith determines to be appropriate, and such Bank’s selection thereof in accordance with this Section 4.1 shall be conclusive and binding on the Company, absent manifest error. (b) No Bank shall be entitled to demand compensation or reduction in an amount received be compensated hereunder to the extent that such compensation relates to any period of time more than ninety (90) days prior to the date upon which such Lender determines is attributable Bank first notified the Company of the occurrence of the event entitling such Bank to makingsuch compensation (unless, funding and maintaining its Loansto the extent, L/C Interests, Letters that any such compensation so demanded shall relate to the retroactive application of Credit and its Commitmentany event so notified to the Company).

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

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

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

Yield Protection. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,: (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding federal taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Loans or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate LIBOR Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; , and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit Loans or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.53.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit Loans and its Revolving Loan Commitment.

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

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

Yield Protection. (a) If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction Change in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewithLaw, (i) subjects Subjects the Agent, any Lender Bank, any LC Issuer or any applicable Lending Installation to any tax, duty, charge charge, withholding levy, imposts, deduction, assessment or withholding fee on or from payments due from any Borrower (excluding taxation its loans, loan principal, letters of the overall net income of any Lender or taxation of a similar basiscredit, which are governed by Section 2.14(E))commitments, or changes the basis of taxation of payments to any Lender in respect of other obligations, or its Commitmentdeposits, Loansreserves, its L/C Interestsother liabilities or capital attributable thereto (other than (A) Taxes, the Letters of Credit or other amounts due it hereunder(B) Excluded Taxes, and (C) Other Taxes), or (ii) imposes or increases or deems applicable any reserve, assessmentspecial deposit, insurance charge, special deposit liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended byby any Bank, any Lender LC Issuer or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) including any reserve costs under Regulation D with respect to its Commitment, Loans, L/C Interests or the Letters of CreditEurocurrency liabilities (as defined in Regulation D)), or (iii) imposes any other condition the result of which is to increase the cost to any Lender Bank, any LC Issuer or any applicable Lending Installation of making, continuing, converting into, funding or maintaining its CommitmentCredit Extensions (including any participations in Facility LCs), the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender Bank, any LC Issuer or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, Credit Extensions (including any participations in Facility LCs) or requires any Lender Bank, any LC Issuer or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held its Outstanding Credit Exposure or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Bank or such LC Issuer, or (iv) affects the amount of capital or liquidity required or expected to be maintained by any Bank, any LC Issuer or any applicable Lending Installation or any corporation controlling any Bank or any LC Issuer and such Bank or such LC Issuer, as applicable, determines the result amount of capital or liquidity required is increased by or based upon the existence of this Agreement or its obligation to make Credit Extensions (including any participations in Facility LCs) hereunder or of the foregoing is to increase the cost to that Lender commitments of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreementtype, then, within fifteen upon presentation by the Agent, such Bank or such LC Issuer to the Company of a certificate (15as referred to in the immediately succeeding sentence of this Section 4.1) setting forth the basis for such determination and the additional amounts reasonably determined by the Agent, such Bank or such LC Issuer for the period of up to ninety (90) days after receipt by prior to the date on which such certificate is delivered to the Company and the Agent, to be sufficient to compensate the Agent, such Bank or any other Borrower such LC Issuer, as applicable, in light of written demand by such Lender pursuant to Section 4.5circumstances, the applicable Borrowers Company shall within thirty (30) days of such delivery of such certificate pay to the Agent for its own account or for the account of the Agent, such Lender that portion Bank or such LC Issuer, as applicable, the specified amounts set forth on such certificate. The Agent, affected Bank or LC Issuer, as applicable, shall deliver to the Company and the Agent a certificate setting forth the basis of the claim and specifying in reasonable detail the calculation of such increased expense incurred expense, which certificate shall be prima facie evidence as to such increase and such amounts. The Agent, an affected Bank or reduction LC Issuer, as applicable, may deliver more than one certificate to the Company during the term of this Agreement. In making the determinations contemplated by the above-referenced certificate, the Agent, any Bank and any LC Issuer may make such reasonable estimates, assumptions, allocations and the like that the Agent, such Bank or such LC Issuer, as applicable, in an amount received good faith determines to be appropriate, and the Agent’s, such Bank’s or such LC Issuer’s selection thereof in accordance with this Section 4.1 shall be conclusive and binding on the Company, absent manifest error. (b) No Bank or LC Issuer shall be entitled to demand compensation or be compensated hereunder to the extent that such compensation relates to any period of time more than ninety (90) days prior to the date upon which such Lender determines is attributable Bank or such LC Issuer, as applicable, first notified the Company of the occurrence of the event entitling such Bank or such LC Issuer, as applicable, to makingsuch compensation (unless, funding and maintaining its Loansto the extent, L/C Interests, Letters that any such compensation so demanded shall relate to the retroactive application of Credit and its Commitmentany event so notified to the Company).

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

Yield Protection. If If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation change in the interpretation, promulgation, implementation or application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application administration thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the ▇▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or compliance by the Bank or any Participant with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (iA) subjects any Lender the Bank or any applicable Lending Installation Participant to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E))taxes, or changes the basis of taxation of payments (other than with respect to taxes imposed on the overall net income of the Bank or such Participant) to the Bank or any Lender Participant in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Loan or other amounts due it hereunder, participations therein; or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender the Bank or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, Participant; or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender the Bank or any applicable Lending Installation Participant of makingissuing or participating in the Loan, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender the Bank or any applicable Lending Installation Participant in connection with its Commitment, Loans the Loan or Letters of Creditparticipations therein, or requires any Lender the Bank or any applicable Lending Installation Participant to make any payment calculated by reference to the amount of Commitment, Loans the Loan or L/C Interests participations therein held or interest or fees received by it or by reference to the Letters of Creditit, by an amount deemed material by the Bank or such Lender; Participant, as the case may be, and the result of any of the foregoing is to increase the cost to that Lender the Bank or such Participant, as the case may be, of making, renewing issuing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit participating in the Loan or to reduce any amount the return received under this Agreementby the Bank or such Participant, as the case may be, in connection with the Loan or participations therein, then, within fifteen (15) days after receipt demand by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5Bank, the applicable Borrowers Authority shall pay the Bank such Lender that portion of additional amount or amounts as will compensate the Bank or such Participant, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to makingreceived, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentbut solely from Senior Pledged Revenue.

Yield Protection. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) , subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E2.15(e)), or changes the basis of taxation of payments to any Lender in respect of its Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) or imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iii) or imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Revolving Loan Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Revolving Loan Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Revolving Loan Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender reasonably determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such a Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)14(d) below), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Advances or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate LoansAdvances) with respect to its Advances or Commitment, Loans, L/C Interests or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests Advances or the Letters of Credit Commitment or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Advances or the Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans Advances or L/C Interests Commitment held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, Advances or Letters of Credit Commitment or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.514(e), the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit Advances and its Commitment.

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

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

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

Yield Protection. If If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation change in the interpretation, promulgation, implementation or application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application thereofadministration thereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or compliance by Agent or any Lender (or applicable Lending Installation) with any request or directive (whether or not having the compliance force of law) of any Lender therewith,such authority, central bank or comparable agency: (ia) subjects Agent and/or any Lender (or any applicable Lending Installation Installation) to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to Agent and/or any Lender in respect of its Commitmentthe Loan or participations therein, Loans, its L/C Interests, including without limitation the Letters principal of Credit or interest on any LIBOR Rate Advance or any other fees or amounts due it hereunderpayable hereunder (other than with respect to Excluded Taxes), or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, Agent and/or any Lender (or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditInstallation), or (iiic) imposes any other condition the result of which is to increase the cost to Agent and/or any Lender (or any applicable Lending Installation Installation) of making, funding or maintaining its Commitmentthe Loan or any LIBOR Rate Advance (or any related Loan commitment), the Loans, the L/C Interests or the Letters of Credit or reduces to reduce any amount receivable by Agent and/or any Lender (or any applicable Lending Installation Installation) in connection with its Commitmentthe Loan or participations therein (whether of principal, Loans interest or Letters of Creditotherwise), or requires Agent and/or any Lender (or any applicable Lending Installation Installation) to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, Loan by an amount deemed material by Agent and/or such Lender; , and the result of any of the foregoing is to increase the cost to that Agent and/or such Lender (or applicable Lending Installation) of making, renewing making or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit the Loan or to reduce any amount the return received under this Agreementby Agent and/or such Lender (or applicable Lending Installation), as the case may be, in connection with the Loan, then, upon written demand by Agent, Borrower shall pay Agent and/or such Lender such additional amount or amounts as will compensate Agent and/or such Lender for such increased cost or reduction in amount received, as reasonably determined by Agent and/or such Lender. A statement from Agent setting forth such amount or amounts as shall be necessary to so compensate Agent and/or such Lender shall be delivered to Borrower and shall, in the absence of manifest error, be conclusive and binding upon Borrower. Borrower shall pay Agent (for the benefit of Agent and/or such Lender) the amount shown as due on any such statement within fifteen (15) days after its receipt by of the Company or any other Borrower same. Failure on the part of written demand by Agent and/or such Lender pursuant to Section 4.5demand compensation for any increased costs, the applicable Borrowers shall pay such Lender that portion of such increased expense incurred lost income or reduction in an amount amounts received or receivable shall not constitute a waiver of Agent's or such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable. The protection under this section shall be available to Agent and the Lenders regardless of any possible contention of the invalidity or inapplicability of any law, regulation or directive which such Lender determines is attributable shall give rise to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentany demand by Agent or any Lender.

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

Yield Protection. If If, after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation change therein, or application thereof by any Governmental Authority charged with change in the interpretation or application administration thereof, or the compliance of any the Lender therewith, or Regulation D of the Board of Governors of the Federal Reserve System, (i1) subjects any the Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation of the overall net income or receipts of any the Lender or taxation of a similar basis, which are governed by Section 2.14(E)any branch profits taxes), or changes the basis of taxation of payments to any the Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Loans or other amounts due it hereunder, or (ii2) imposes imposes, modifies, or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Libor Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit), or (iii3) imposes any other condition the result of which is to increase the cost to any the Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit advances or reduces any amount receivable by any the Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Creditadvances, or requires any the Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests advances held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such the Lender; , or (4) affects the amount of capital required or expected to be maintained by the Lender or any corporation controlling the Lender and the result Lender determines the amount of any capital required is increased by or based upon the existence of the foregoing is this Agreement or its obligation to increase the cost to that Lender make Loans hereunder or of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters commitments of Credit or to reduce any amount received under this Agreementtype, then, within fifteen three (153) days after receipt Business Days of demand by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5Lender, the applicable Borrowers shall Borrower agrees to pay such the Lender that portion of such increased expense incurred (including, in the case of clause (d), any reduction in the rate of return on capital to an amount below that which it could have achieved but for such law, rule, regulation, policy, guideline or directive and after taking into account the Lender’s policies as to capital adequacy) or reduction in an amount received which such the Lender determines is attributable to making, funding and maintaining its the Loans, L/C Interests, Letters of Credit and its Commitment.

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

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

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

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

Yield Protection. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewiththerewith (any of the foregoing, a “Change in Law”), (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)Excluded Taxes), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Loans or other amounts due it hereunder; provided, that this clause (i) shall not apply with respect to any Taxes to which Section 3.5 applies, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Fixed Rate Loans, L/C Interests or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit Fixed Rate Loans or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of CreditFixed Rate Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest or fee received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit Loans or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other relevant Borrower of written demand by such Lender pursuant to Section 4.53.6, the applicable Borrowers such Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit Loans and its Commitment or Syndicated Canadian Commitment.

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

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

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

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

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

Yield Protection. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding federal taxation of the overall net income of any Lender or applicable Lending Installation and any state taxation based on the income of a similar basis, any Lender assessed by the State in which are governed by Section 2.14(E)the Lender maintains its principal office), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, Interests or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.53.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment. A certificate as to an additional amount payable to any Lender or the Agent under this Section 3.1 submitted to the Borrower and the Agent (if a Lender is so submitting) by such Lender or the Agent shall show in reasonable detail the amount payable and the calculations used to determine such amount and shall, absent manifest error, be final, conclusive and binding upon all parties hereto.

Yield Protection. If If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance Issuing Bank with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the Issuing Bank to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the Issuing Bank in respect of its Commitment, LIBOR Loans, its L/C Interests, the Facility Letters of Credit or other amounts due it hereunderparticipations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the Issuing Bank (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Fixed Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its Commitment, the Fixed Rate Loans, the L/C Interests or the of issuing or participating in Facility Letters of Credit Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the Issuing Bank in connection with its CommitmentFixed Rate Loans, Loans or Facility Letters of CreditCredit or participations therein, or requires any Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of CommitmentFixed Rate Loans, Loans Facility Letters of Credit or L/C Interests participations therein held or interest or Facility Letter of Credit Fees received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Lender or the Issuing Bank as the case may be, and the result of any of the foregoing is to increase the cost to that such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, of making, renewing making or maintaining its Commitment, Loans, L/C Interests, Fixed Rate Loans or Commitment or of issuing or participating in Facility Letters of Credit or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such Fixed Rate Loans, Commitment, Facility Letters of Credit or participations therein, then, within fifteen (15) 30 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the Issuing Bank, as the case may be, the applicable Borrowers Borrower shall pay such Lender that portion of or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreceived.

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

Yield Protection. If any change in law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender or the L/C Issuer therewith, (ia) subjects any Lender or the L/C Issuer or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower or TLGI or any other Person obligated hereunder to any Lender or the L/C Issuer (excluding taxation of the overall net income of any Lender or taxation the L/C Issuer or any applicable Lending Installation or other taxes in lieu of a similar basis, such taxes imposed by the United States or any jurisdiction in which are governed by Section 2.14(E)such Lender or the L/C Issuer has its principal office or applicable Lending Installation or is engaged in business), or changes the basis of taxation of payments to any Lender or the L/C Issuer in respect of its CommitmentRevolving Loan, Loans, its L/C Interests, the Letters of Credit L/C Obligations or other amounts due it hereunder, ; or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with with, or for the account of, or credit extended by, any Lender or the L/C Issuer or any applicable Lending Installation Installation, (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, Advances); or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or the L/C Issuer or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests loans or the Letters issuing or participating in letters of Credit credit or reduces any amount receivable by any Lender or the L/C Issuer or any applicable Lending Installation in connection with its Commitment, Loans loans or Letters letters of Creditcredit, or requires any Lender or the L/C Issuer or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitmentloans or letters of credit held, Loans or L/C Interests held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; and Lender or the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C InterestsIssuer, or Letters of Credit or to reduce any amount received under this Agreement, as the case may be; then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the L/C Issuer, the applicable Borrowers shall pay such Lender or the L/C Issuer that portion of such increased expense incurred or reduction in an amount received which such Lender or the L/C Issuer determines is attributable to making, funding and maintaining its Revolving Loans, L/C Interests, the Letters of Credit Credit, the L/C Obligations and its CommitmentCommitment (and in the case of the L/C Issuer, its commitment to issue Letters of Credit).

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

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

Yield Protection. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (iA) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E2.15(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) , subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E2.15(E)), or changes the basis of taxation of payments to any Lender in respect of its Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) or imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iii) or imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Revolving Loan Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Revolving Loan Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Revolving Loan Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) , subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E2.13(E)), or changes the basis of taxation of payments to any Lender in respect of its Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) or imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iii) or imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Revolving Loan Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Revolving Loan Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Revolving Loan Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

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

Yield Protection. If If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application administration thereof, or the compliance of by any Lender therewith, (i) subjects any Lender or Lender, any applicable Lending Installation or any Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (a) subjects any Lender, any applicable Lending Installation or any Issuer to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender in respect of its Commitment, Loans, its L/C Interests, the Eurodollar Loans or Letters of Credit or other amounts due it hereunderparticipations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Lender, any applicable Lending Installation or any Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or any Issuer of making, funding or maintaining its Commitment, the Loans, the L/C Interests Eurodollar Loans or the of issuing or participating in Letters of Credit or reduces any amount receivable by any Lender or Lender, any applicable Lending Installation or any Issuer in connection with its Commitment, Eurodollar Loans or Letters of Credit, or requires any Lender or Lender, any applicable Lending Installation or any Issuer to make any payment calculated by reference to the amount of Commitment, Eurodollar Loans or L/C Interests Letters of Credit held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Lender or such Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to that Lender such Lender, the applicable Lending Installation or such Issuer of making, renewing making or maintaining its Commitment, Eurodollar Loans, L/C Interests, or Letters of Credit or Commitment or to reduce any amount the return received under this Agreementby such Lender, the applicable Lending Installation or such Issuer in connection with such Eurodollar Loans, Letters of Credit or Commitment, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or such Issuer, the applicable Borrowers Borrower shall pay such Lender that portion of or such Issuer such additional amount or amounts as will compensate such Lender or such Issuer for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreceived.

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

Yield Protection. (a) If any law existing or any governmental or quasi-governmental rule, regulation, policy, guideline or directive future Law (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewithBank with such, (i) subjects any Lender or any applicable Lending Installation Bank to any taxTax, duty, charge or withholding on or from payments due from any Borrower the Company (excluding U.S. taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)), Bank) or changes the basis of taxation of payments to any Lender Bank in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Loans or other amounts due it hereunder, or; (ii) imposes or increases or deems applicable any reserve, assessment, insurance chargereserve (other than reserves included in the Reserve Requirement with respect to Fixed Rate Advances), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, Bank; or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation Bank of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit Dollar loans or reduces any amount receivable by any Lender or any applicable Lending Installation Bank in connection with its Commitment, Loans or Letters of CreditDollar loans, or requires any Lender Bank or any applicable Lending Installation lending office to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests loans held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such LenderBank; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt of demand and the submission of reasonable evidence in support thereof by such Bank, the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers shall pay such Lender Bank that portion of such increased expense incurred or the amount of reduction in an amount received which such Lender Bank reasonably determines is attributable to making, funding and maintaining its LoansFixed Rate Advances. The determination of any amount to be paid by the Company shall take into consideration the policies of such Bank, L/C Interestsor any corporation controlling such Bank, Letters and shall be based upon any reasonable averaging, attribution and allocation methods. (b) If any Bank shall reasonably determine that the application or adoption after the date hereof of Credit any law, rule, regulation, directive, interpretation, treaty or guideline regarding capital adequacy, or any change therein or in the interpretation or administration thereof after the date hereof, whether or not having the force of law increases the amount of capital required or expected to be maintained by such Bank, or any corporation controlling such Bank, and such increase is based upon the existence of such Bank's obligations hereunder by an amount reasonably determined by such Bank, then from time to time, within fifteen (15) days of demand and the submission of reasonable evidence in support thereof by such Bank, such Bank may adjust the amount of the Commitment Fee thereafter payable to it by an amount as will fairly compensate such Bank for such increased capital requirement. The determination of any amount to be paid by the Company shall take into consideration the policies of such Bank, or any corporation controlling such Bank, and shall be based upon any reasonable averaging, attribution and allocation methods. (c) In the event that any Bank assesses against the Company any of the costs contemplated in Sections 3.1 (a) and (b) preceding, the Company may, at its option, prepay the amount of the Obligation owing with respect to any Bank assessing such costs, without premium or penalty except as provided in Section 3.4 hereof, terminate the Commitment of such Bank, and cause one or more banking institutions reasonably acceptable to the Agent and the Required Banks (not taking into account the interest of the assessing Bank) to unconditionally offer in writing to collectively purchase and assume, on a specified date not more than thirty (30) days from the date on which such costs were due, all of such Bank's rights hereunder and principal and interest in the Loans owing to such Bank on the date of such proposed purchase, without recourse to such Bank. If the assessing Bank fails to accept the proposed purchase offer, the Company shall not be obligated to pay the costs so assessed by such Bank for the period following the date of such purchase offer. If the assessing Bank accepts the proposed purchase, and the proposed purchasing bank(s) consummates the purchase of such rights and interest and assumes such obligations on the specified date in accordance with the terms of such offer, then such purchasing bank(s) shall be substituted for such Bank as to all or any portion of such Bank's Commitment, in which event this Agreement shall be modified and amended to reflect such substitution and, if applicable, reduction in Commitment. Such substitution, however, shall not relieve the Company of its obligation to reimburse any Bank for the costs enumerated in Sections 3.1(a) and (b) incurred prior to the date of the substitution of another banking institution.

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

Yield Protection. (a) If any law or any governmental or quasi-governmental law, rule, regulationregulation or guideline, policy, guideline or directive (whether or not having the force of law (including any United States or foreign law, rule, regulation or guideline) adopted or the enforcement, interpretation or administration thereof by any court or any administrative or governmental authority, central bank or comparable agency charged with the interpretation or administration thereof shall at any time after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excludingA) impose, for the avoidance of doubt, the effect of and phasing in of capital requirements modify or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including pursuant to Regulation D of the Board of Governors of the Federal Reserve System) against credits or commitments to extend credit extended by, or participations therein by, or assets (funded or contingent) of, deposits with or for the account of, or credit extended other acquisitions of funds by, any Lender or any applicable Participant (or any Lending Installation Office thereof), or (B) subject credits or commitments to extend credit extended by any Lender or any Participant (or any Lending Office thereof) to any assessment or other than reserves and assessments taken into account in determining cost imposed by the interest rate applicable to Eurodollar Rate LoansFederal Deposit Insurance Corporation or any successor thereto, or (C) with respect to its Commitmentimpose on any Lender or any Participant (or any Lending Office thereof) any other or similar condition regarding this Agreement, Loans, L/C Interests the commitments or obligations of any Lender or any Participant (or any Lending Office thereof) hereunder or the Letters participation of Creditsuch Participant (or any Lending Office thereof) therein, or (iii) imposes any other condition and the result of which is any such event shall be to increase the cost to any such Lender or any applicable such Participant (or such Lending Installation Office thereof) of making, funding or maintaining (or agreeing to make, fund or maintain) its CommitmentLoans or its commitments or obligations hereunder or its participation therein by an amount which such Lender or such Participant shall in its reasonable judgment deem to be material (which increase in cost shall be the result of the reasonable allocation by such Lender or such Participant, as the case may be, of the aggregate of such cost increases resulting from such events), then, upon demand from such Lender in accordance with Section 3.3(c), the LoansBorrower shall pay to the Administrative Agent (for the account of such Lender or such Participant, as the L/C Interests case may be) from time to time as specified by such Lender (which shall be at least 30 days after the related notice from such Lender or such Participant given pursuant to Section 3.3(c)) additional amounts which shall be sufficient to compensate such Lender or Participant, as the Letters case may be, for such increased cost, together with interest on each such amount from the date payment is due until the date of Credit payment in full thereof at the rate set forth in Section 3.5(f). (b) If any Lender or reduces any amount receivable Participant shall have determined in its reasonable judgment that the adoption after the date hereof of any law, rule, regulation or guideline (whether or not having the force of law) regarding capital adequacy (including any United States or foreign law, rule, regulation or guideline), or any change in any applicable law, rule, regulation or guideline, as the case may be, or any change in the enforcement or interpretation or administration thereof by any court or any administrative or governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or any applicable Participant (or any Lending Installation Office thereof) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender or such Participant or of its bank holding company, if any, as a consequence of the obligations of such Lender hereunder or under the participation of such Participant therein to a level below that which such Lender, such Participant or such bank holding company could have achieved but for such adoption, change or compliance (taking into consideration the policies of such Lender or such Participant, as the case may be, and of its bank holding company, if any, with respect to capital adequacy) by an amount deemed by such Lender or such Participant to be material, then upon demand from such Lender in connection accordance with its CommitmentSection 3.3(c), Loans the Borrower shall pay to the Administrative Agent (for the account of such Lender or Letters such Participant, as the case may be) from time to time as specified by such Lender (which shall be at least 30 days after the related notice from such Lender or such Participant given pursuant to Section 3.3(c)) such additional amount or amounts as will compensate such Lender, Participant or bank holding company, as the case may be, for such reduction, together with interest on each such amount from the date payment is due until the date of Credit, or requires payment in full thereof at the rate set forth in Section 3.5(f). (c) Each demand by any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender Participant for compensation pursuant to Section 4.53.3(a) or 3.3(b) shall be made by notice to the Borrower, the applicable Borrowers shall pay accompanied by a certificate of such Lender that portion or such Participant, as the case may be, in reasonable detail setting forth the computation of such increased expense incurred or reduction in an amount received compensation (including the reason therefor), which certificate shall be conclusive, absent manifest error. In determining such amount, such Lender determines is attributable or such Participant may use any reasonable averaging and attribution methods. A copy of any such demand shall be sent to making, funding and maintaining its Loans, L/C Interests, Letters the Administrative Agent concurrently when given to the Borrower. The provisions of Credit and its Commitmentthis Section 3.3 shall survive termination of this Agreement.

Yield Protection. If the adoption of or change in any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding federal and state taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)applicable Lending Installation), or changes the basis of such taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, interest in the Facility Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than including reserves and assessments taken into account in determining the interest rate applicable relating to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditLIBOR Advances), or (iii) imposes any other condition condition, and the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit Loans or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of CreditLoans, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of CommitmentLoans held, Loans Facility Letters of Credit issued or L/C Interests held participated in or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, thenTHEN, within fifteen five (155) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5Lender, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit Loans and its Commitment.

Yield Protection. If (a) The Company shall pay directly to the Bank from time to time such amounts as the Bank may reasonably determine to be necessary to compensate it for any costs which the Bank determines are attributable to its making or maintaining any Credit or its obligation to make any Credit hereunder, or any reduction in any amount receivable by the Bank hereunder in respect of any such Credit or obligation, resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Note in respect of any such Credit (other than taxes imposed on or measured by the overall net income of the Bank or its Applicable Credit Office for any of such Credits by the jurisdiction in which such Applicable Credit Office is located); or (ii) imposes or modifies any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the Bank, or any Commitment of the Bank available for the Company; or (iii) imposes any other condition affecting this Agreement or the Note of the Bank (or any of such extensions of credit or liabilities) or any Commitment of the Bank available for the Company. (b) Without limiting the effect of the foregoing provisions of this Section 5 (but without duplication), the Company shall pay to the Bank from time to time on request such amounts as the Bank may reasonably determine to be necessary to compensate the Bank for any costs which it determines are attributable to the maintenance by the Bank (or any Applicable Credit Office), pursuant to any law or regulation or any governmental interpretation, directive or quasi-governmental rule, regulation, policy, guideline or directive request (whether or not having the force of law) adopted of any court or governmental or monetary authority following any Regulatory Change, or pursuant to any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority, including any implementation at the Federal level of the Basle Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 12 CFR Part 225, ▇▇▇▇▇▇▇▇ ▇) ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇-▇ased Capital Guidelines of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), of capital in respect of any Commitment of the Bank available for the Company, any Credit issued for account of the Company or any participation in any Credit issued for account of the Company (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of the Bank (or any Applicable Credit Office) to a level below that which the Bank (or any Applicable Credit Office) could have achieved but for such law, regulation, interpretation, directive or request). (c) The Bank will notify the Company of any event occurring after the date of this Agreement and having general applicability that will entitle the Bank to all banks compensation under paragraph (a) or (b) of this Section 5 as promptly as practicable, but in any event within 45 days, after the jurisdiction in which Bank obtains actual knowledge thereof; provided, however, that if the Bank fails to give such Lender operates (excluding, for the avoidance notice within 45 days after it obtains actual knowledge of doubtsuch an event, the effect Bank shall, with respect to compensation payable pursuant to this Section 5 in respect of any costs resulting from such event, only be entitled to payment under this Section 5 for costs incurred from and phasing in of capital requirements or other regulations or guidelines passed after the date 45 days prior to the date that the Bank does give such notice. The Bank will furnish to the Company a certificate setting forth the basis and amount of each request by the Bank for compensation under paragraph (a) or (b) of this Agreement)Section 5. Determinations and allocations by the Bank for purposes of this Section 5 of the effect of any Regulatory Change pursuant to this Section 5, or any interpretation of the effect of capital maintained pursuant to the preceding paragraph, on its costs or application thereof by any Governmental Authority charged with the interpretation rate of return of maintaining Credits or application thereofits obligation to make Credits, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed amounts receivable by Section 2.14(E)), or changes the basis of taxation of payments to any Lender it in respect of its CommitmentCredits, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is amounts required to increase compensate the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received Bank under this AgreementSection 5, thenshall be conclusive, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by provided that such Lender pursuant to Section 4.5, the applicable Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding determinations and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentallocations are made on a reasonable basis.

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

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

Yield Protection. If any law or any governmental or quasi-governmental ---------------- rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (iA) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)), ---------------- or changes the basis of taxation of payments to any Lender in respect of its Revolving Loan Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Rate Loans) with respect to its Revolving Loan Commitment, Loans, L/C Interests or the Letters of Credit, or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Revolving Loan Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of its Revolving Loan Commitment, Loans or the L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other applicable Borrower of written demand by such Lender pursuant to Section 4.5, the ----------- applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment. Each Lender shall notify the Borrower and the Administrative Agent at any time after the occurrence of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 4.1; provided, ----------- -------- however, in no event shall the Borrowers be liable hereunder for any ------- compensation to such Lender for any claim arising more than ninety (90) days prior to such notification (with such ninety (90) day period to be extended to cover any period of retroactivity for any such event).

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

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

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

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

Yield Protection. If On or after the date hereof, if the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change after the date hereof in the interpretation or application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application administration thereof, or after the date hereof compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Commitment, Eurodollar Loans, its L/C Interests, the Letters of Credit Facility LCs or other amounts due it hereunderparticipations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Commitment, the Eurodollar Loans, the L/C Interests or the Letters of Credit issuing or participating in Facility LCs or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its CommitmentEurodollar Loans, Loans Facility LCs or Letters of Creditparticipations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of CommitmentEurodollar Loans, Loans Facility LCs or L/C Interests participations therein held or interest or LC Fees received by it or by reference to the Letters of Creditit, by an amount deemed material by such LenderLender or the LC Issuer, as the case may be; and the result of any of the foregoing is to increase the cost to that such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making, renewing making or maintaining its Eurodollar Loans or Commitment, Loans, L/C Interests, or Letters of Credit issuing or participating in Facility LCs or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (155) days after receipt by the Company or any other Borrower five Business Days of written demand by such Lender pursuant to Section 4.5or the LC Issuer, the applicable Borrowers Borrower shall pay such Lender that portion of or LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, for such increased expense incurred cost or reduction in an amount received which received. A certificate of the Lender (i) stating that the compensation sought to be recovered hereunder is generally being charged to other customers of such Lender determines is attributable and (ii) setting forth in reasonable detail such amount or amounts as shall be necessary to makingcompensate to such Letter for any of the foregoing, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentshall be conclusive absent manifest error. The Borrower shall not be obligated to pay reimbursement compensation to any Lender for additional costs under this Section 3.01 incurred or accrued more than two hundred seventy (270) days prior to the date that such Lender or the Agent notifies the Borrower thereof.

Yield Protection. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereofof them, or compliance by the compliance of any Lender therewithBank with them, (i) subjects any Lender the Bank or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation of the overall net income of any Lender the Bank or taxation of a similar basis, which are governed by Section 2.14(E)applicable Lending Installation), or changes the basis of taxation of payments to any Lender the Bank in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit Loans or other amounts due to it hereunderunder this Agreement, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender the Bank or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Fixed Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit), or (iii) imposes any other condition the result of which is to increase the cost to any Lender the Bank or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit loans or reduces any amount receivable by any Lender the Bank or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Creditloans, or requires any Lender the Bank or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests loans held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; the Bank, or (iv) affects the amount of capital required or expected to be maintained by the Bank or any Lending Installation or any corporation controlling the Bank, and the result Bank determines the amount of any capital required is increased by or based on the existence of the foregoing is this Agreement or its obligation to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, or Letters of Credit or to reduce any amount received make Loans under this AgreementAgreement or of commitments of this type, then, within fifteen (15) 15 days after receipt by of the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5Bank's demand, the applicable Borrowers shall Borrower must pay such Lender the Bank that portion of such the increased expense incurred (including, in the case of Section 3.1(iv), any reduction in the rate of return on capital to an amount below that which it could have achieved but for the law, rule, regulation, policy, guideline or directive, and after taking into account the Bank's policies as to capital adequacy) or reduction in an amount amounts received which such Lender the Bank determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit Loans and its Commitmentcommitments hereunder.

Yield Protection. If any law If, on or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction Agreement, any Change in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith,Law: (i) subjects any Lender or any applicable Lending Installation to any taximposes, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases modifies or deems applicable any reserve, assessmentspecial deposit, compulsory loan, insurance charge, special deposit charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any applicable Lending Installation Issuing Lender; (ii) subjects any Lender or Issuing Lender to any Tax of any kind whatsoever (except for Indemnified Taxes or Other Taxes covered by ‎Section 3.05 and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to obligations, or its Commitmentdeposits, Loansreserves, L/C Interests other liabilities or the Letters of Credit, capital attributable thereto; or (iii) imposes any other condition the result of which is to increase the cost to on any Lender or any applicable Lending Installation of makingIssuing Lender any other condition, funding cost or maintaining its Commitment, the expense affecting this Agreement or Term SOFR Loans or Alternative Currency Loans, the L/C Interests as applicable, made by such Lender or the Letters any Letter of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lenderparticipation therein; and the result of any of the foregoing is shall be to increase the cost to that such Lender of making, renewing continuing, converting to or maintaining its Commitment, any Term SOFR Loans or Alternative Currency Loans, L/C Interestsas applicable (or, in the case of a Change in Law with respect to Taxes, any Loan) or of maintaining its obligation to make any such Loan, or Letters to increase the cost to such Lender or Issuing Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any amount sum received under this Agreementor receivable by such Lender or Issuing Lender hereunder (whether of principal, then, within fifteen (15) days after receipt by the Company interest or any other Borrower amount) then, upon request of written demand by such Lender pursuant to Section 4.5or Issuing Lender, the applicable Borrowers Borrower shall pay to such Lender that portion of or Issuing Lender, as the case may be, such increased expense additional amount or amounts as will compensate such Lender or Issuing Lender, as the case may be, for such additional costs incurred or reduction in an amount received which suffered. Notwithstanding the foregoing, no Lender or Issuing Lender shall be entitled to seek compensation under this ‎Section 3.01 unless such Lender determines or Issuing Lender is attributable generally seeking compensation from other borrowers that are similarly situated to makingand of similar creditworthiness with respect to its similarly affected commitments, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentloans and/or participations under agreements with such borrowers having provisions similar to this ‎Section 3.01.

Yield Protection. If If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (ia) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its CommitmentLoans bearing interest based on the Eurocurrency Base Rate (“Eurocurrency Loans”), Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunderparticipations therein, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate the Eurocurrency Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Commitment, the Eurocurrency Loans, the L/C Interests or the of issuing or participating in Letters of Credit Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its CommitmentEurocurrency Loans, Loans or Letters of CreditCredit or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of CommitmentEurocurrency Loans, Loans Letters of Credit or L/C Interests held participations therein held, or interest or fees received by it or by reference to the Letters of Creditwith respect thereto, by an amount deemed material by such Lender; Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to that such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making, renewing making or maintaining its Commitment, Loans, L/C Interests, Eurocurrency Loans or Commitments or of issuing or participating in Letters of Credit or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans or Commitments, Letters of Credit or participations therein, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the LC Issuer, as the applicable case may be, Borrowers shall pay such Lender that portion of or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreceived.

Yield Protection. If (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) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or application administration thereof by any Governmental Authority governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or application administration thereof, or compliance by any Lender or applicable Lending Installation or the compliance LC Issuer with any request or directive (whether or not having the force of law) of any Lender therewith,such authority, central bank or comparable agency: (i) subjects any Lender or any applicable Lending Installation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E))Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender or the LC Issuer in respect of its Commitment, Eurocurrency Loans, its L/C Interests, the Letters of Credit Facility LCs or other amounts due it hereunderparticipations therein, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditEurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its CommitmentEurocurrency Loans (including without limitation, the Loansany conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), the L/C Interests or the Letters of Credit issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC issuer in connection with its CommitmentEurocurrency Loans, Loans Facility LCs or Letters of Creditparticipations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of CommitmentEurocurrency Loans, Loans Facility LCs or L/C Interests participations therein held or interest or LC Fees received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to that such Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making, renewing making or maintaining its CommitmentEurocurrency Loans (including without limitation, Loans, L/C Interestsany conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or Letters Commitment or of Credit issuing or participating in Facility LCs or to reduce any amount the return received under this Agreementby such Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the LC Issuer, as the case may be, the applicable Borrowers shall pay such Lender that portion of such additional amount or amounts as will compensate such Lender or the LC Issuer, as the case may be, for such increased expense incurred cost or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitmentreceived. (b) NON-U.S. RESERVE COSTS OR FEES WITH RESPECT TO LOANS TO NON-U.S.

Yield Protection. If any law or any governmental or quasi-governmental quasi‑governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E2.14(e)), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C InterestsExposure, the Letters of Credit or other amounts due it hereunder, or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests Exposure or the Letters of Credit, or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests Exposures or the Letters of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests Exposure held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C InterestsExposure, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C InterestsExposure, Letters of Credit and its Commitment.

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

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

Yield Protection. If any change in law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender or the L/C Issuer therewith, (ia) subjects any Lender or the L/C Issuer or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from the Borrower or TLGI or any Borrower other Person obligated hereunder to any Lender or the L/C Issuer (excluding taxation of the overall net income of any Lender or taxation the L/C Issuer or any applicable Lending Installation or other taxes in lieu of a similar basis, such taxes imposed by the United States or any jurisdiction in which are governed by Section 2.14(E)such Lender or the L/C Issuer has its principal office or applicable Lending Installation or is engaged in business), or changes the basis of taxation of payments to any Lender or the L/C Issuer in respect of its Commitment, Revolving Loans, its Swing Line Loans, Swing Line Interests, L/C Interests, the Letters of Credit L/C Obligations or other amounts due it hereunder, or (iib) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with with, or for the account of, or credit extended by, any Lender or the L/C Issuer or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Fixed Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of CreditAdvances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender or the L/C Issuer or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests loans or the Letters issuing or participating in letters of Credit credit or reduces any amount receivable by any Lender or the L/C Issuer or any applicable Lending Installation in connection with its Commitment, Loans loans or Letters letters of Creditcredit, or requires any Lender or the L/C Issuer or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitmentloans or letters of credit held, Loans or L/C Interests held or interest received by it or by reference to the Letters of Creditit, by an amount deemed material by such Lender; and Lender or the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C InterestsIssuer, or Letters of Credit or to reduce any amount received under this Agreementas the case may be, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5or the L/C Issuer, the applicable Borrowers Borrower shall pay such Lender or the L/C Issuer that portion of such increased expense incurred or reduction in an amount received which such Lender or the L/C Issuer determines is attributable to making, funding and maintaining its Revolving Loans, Swing Line Loans, Swing Line Interests, L/C Interests, the Letters of Credit Credit, the L/C Obligations and its Commitment (and in the case of the Swing Line Lender, its Swing Line Commitment, and in the case of the L/C Issuer, its commitment to issue Letters of Credit).

Yield Protection. If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of the relevant Lender became a party to this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, (iA) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any the Borrower (excluding taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E2.12(E), and excluding any other taxes for which such Lender has been reimbursed by the Borrower), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, participation in the Letters Letter of Credit or other amounts due it hereunder, or or (iiB) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests Loans or its participation in the Letters Letter of Credit, or or (iiiC) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, Loans or its participation in the L/C Interests or the Letters Letter of Credit or reduces any amount receivable by any Lender or any applicable Lending Installation in connection with its Commitment, the Loans or Letters Letter of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of its Commitment, Loans or L/C Interests held or the interest received by it or by reference to the Letters Letter of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, its Loans, L/C Interestsor its participation in Letter of Credit, or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) days after receipt by the Company or any other Borrower of written demand by such Lender pursuant to Section 4.5, the applicable Borrowers Borrower shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters its participation in the Letter of Credit and its Commitment.

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

Yield Protection. If any law or any governmental or quasi-quasi- ---------------- governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any interpretation or application thereof by any Governmental Authority charged with the interpretation or application thereof, or the compliance of any Lender therewith, , (i) subjects any Lender or any applicable Lending Installation to any tax, duty, charge or withholding on or from payments due from any Borrower the Borrowers (excluding federal taxation of the overall net income of any Lender or taxation of a similar basis, which are governed by Section 2.14(E)applicable Lending Installation), or changes the basis of taxation of payments to any Lender in respect of its Commitment, Loans, its L/C Interests, the Letters of Credit or other amounts due it hereunder, or or (ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Rate Loans) with respect to its Commitment, Loans, L/C Interests or the Letters of Credit, or or (iii) imposes any other condition the result of which is to increase the cost to any Lender or any applicable Lending Installation of making, funding or maintaining its Commitment, the Loans, the L/C Interests or the Letters of Credit or reduces any amount receivable received by any Lender or any applicable Lending Installation in connection with its Commitment, Loans or Letters of Credit, or requires any Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Commitment, Loans or L/C Interests held or interest received by it or by reference to the Letters of Credit, by an amount deemed material by such Lender; and the result of any of the foregoing is to increase the cost to that Lender of making, renewing or maintaining its Commitment, Loans, L/C Interests, Interests or Letters of Credit or to reduce any amount received under this Agreement, then, within fifteen (15) 15 days after receipt by the Company or any other Borrower Borrowers of written demand by such Lender pursuant to Section 4.53.5, the applicable ----------- Borrowers shall pay such Lender that portion of such increased expense incurred or reduction in an amount received which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

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