Common use of Yield Protection Clause in Contracts

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

Yield Protection. (a) If, on or after the date of this AgreementClosing Date, the adoption of any law applicable law, rule or regulation, or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)change therein, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender, LC Lender (or its Lending Office) or L/C Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority: (i) subjects shall subject any Lender, LC Lender (or its Lending Office) or L/C Issuer or applicable Lending Installation to any Taxes, or changes the basis of taxation of payments Taxes (other than (A) Indemnified Taxes and Other Taxes indemnifiable under Section 10.1 and (B) Excluded Taxes), with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs its Revolving Notes, its Letter(s) of Credit, or participations 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 its deposits, reserves or other liabilities or capital attributable to any of the foregoing; or (ii) imposesshall impose, increases modify 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, LC Lender (or its Lending Office) or L/C Issuer or applicable shall impose on any Lender (or its Lending Installation (other than reserves and assessments taken into account in determining Office) or L/C Issuer or on the interest rate applicable to Eurodollar Advances), or (iii) imposes interbank market any other condition the result of which is to increase the cost to any Lender, LC Issuer or applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer or applicable Lending Installation in connection with affecting its Eurodollar Loans, Facility LCs or participations thereinits Revolving Notes, its Letter(s) of Credit, or requires its participation in any Lenderthereof, LC Issuer any Reimbursement Obligation owed to it, or applicable Lending Installation its obligation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held to issue a Letter of Credit, or interest received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, to participate therein; and the result of any of the foregoing is to increase the cost to such Lender, LC Lender (or its Lending Office) or L/C Issuer or applicable Lending Installation, as the case may be, of making or maintaining its any Eurodollar Loans or Commitment or of Loan, issuing or maintaining a Letter of Credit, or participating in Facility LCs therein, or to reduce the return amount of any sum received or receivable by such LenderLender (or its Lending Office) or L/C Issuer under this Agreement or under any other Loan Document with respect thereto, LC by an amount deemed by such Lender or L/C Issuer or applicable Lending Installation in connection with such Eurodollar Loansto be material, Commitment, Facility LCs or participations therein then, within 15 30 days of after written demand by such Lender or LC Issuer, as L/C Issuer (with a copy to the case may beAdministrative Agent), the Borrower shall be obligated to pay to such Lender or LC L/C Issuer such additional amount or amounts as will compensate such Lender, LC Lender or L/C Issuer or Lending Installation, as the case may be, for such increased cost or reduction reduction; provided that the Borrower shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 8.4(a) for any increased costs or reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include such period of retroactive effect). (b) If, after the Closing Date, any Lender, L/C Issuer or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or L/C Issuer or any corporation controlling such Lender or L/C Issuer with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority has had the effect of reducing the rate of return on such Lender’s, L/C Issuer’s or corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender, L/C Issuer or corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s, L/C Issuer’s or corporation’s policies with respect to capital adequacy or liquidity) by an amount receiveddeemed by such Lender or L/C Issuer to be material, then from time to time, within 30 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such reduction; provided that the Borrower shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 8.4(b) for any reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include such period of retroactive effect). (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall, in each case, be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented (but solely to the extent the relevant increased costs or loss of yield would otherwise have been subject to compensation by the Borrower under the applicable increased cost provisions). (d) A Lender or L/C Issuer claiming compensation under this Section 8.4 shall only be entitled to reimbursement by the Borrower (i) if such Lender or L/C Issuer has delivered to Borrower a certificate claiming compensation under this Section 8.4 and setting forth the additional amount or amounts to be paid to it hereunder at the time of such demand, which shall be conclusive absent manifest error (it being understood that in determining such amount, such Lender may use any reasonable averaging and attribution methods) and (ii) to the extent the applicable Lender is generally requiring reimbursement therefor from similarly situated United States borrowers under comparable syndicated credit facilities; provided that, in connection with asserting any such claim, no confidential information need be disclosed. No failure or delay by a Lender or L/C Issuer in exercising any right or power pursuant to this Section 8.4 shall operate as a waiver thereof.

Yield Protection. IfIf any Change in Law, on or after the date of this Agreement, the adoption compliance of any law Lender or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (i) subjects any LenderLender or Issuer or any applicable Lending Office to any tax, LC duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation of the overall net income of any Lender or Issuer or applicable Lending Installation to any TaxesOffice), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Lender or Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Loans or Facility LCs Letters of Credit or participations thereinother amounts due it hereunder, or (ii) imposes, 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, LC Lender or Issuer or any applicable Lending Installation Office (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesLoans), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Lender or Issuer or any applicable Lending Installation Office of making, funding or maintaining its Eurodollar Loans loans or of issuing or participating in Facility LCs, letters of credit or reduces any amount receivable by any Lender, LC Lender or Issuer or any applicable Lending Installation Office in connection with its Eurodollar Loans, Facility LCs or participations thereinloans, or requires any Lender, LC Lender or Issuer or any applicable Lending Installation Office to make any payment calculated by reference to the amount of Eurodollar Loansloans held, Facility LCs or participations therein held letters of credit issued or interest received by it, by an amount deemed material by such Lender or LC Issuer, then, within fifteen (15) days of demand by such Lender or Issuer, the Borrower shall pay such Lender or Issuer that portion of such increased expense incurred or reduction in an amount received which such Lender or Issuer reasonably determines is attributable to making, funding and maintaining its Loans and its Commitment and issuing or participating in Letters of Credit. Failure or delay on the part of any Lender or Issuer to demand compensation pursuant to this Section 2.13 shall not constitute a waiver of such Lender’s or Issuer’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuer for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Issuer, as the case may be, and notifies the result of any Borrower of the foregoing is to increase the cost Change in Law giving rise to such Lender, LC Issuer increased costs or applicable Lending Installation, as the case may be, reductions and of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender’s or the Issuer’s intention to claim compensation therefor; provided further that, LC Issuer or applicable Lending Installation if the Change in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender or LC Issuer, as the case may be, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, for Law giving rise to such increased cost costs or reduction in amount receivedreductions is retroactive, then the 180-day period referred to above shall be extended to indicate the period of retroactive effect thereof.

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

Yield Protection. If, on or after the date of this Agreement (or, in the case of any assignee, after the date it became a party to this Agreement), the adoption of any law (including any CPA Change) or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender, LC Issuer imposes or applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiib) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs Letters of Credit or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs Letters of Credit or participations therein held or interest or LC Fees received by it, in each case by an amount deemed material by such Lender or such LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs Letters of Credit or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs Letters of Credit or participations therein therein, then, within 15 30 days of written demand by such Lender or such LC Issuer, as the case may be, the Borrower shall pay such Lender or such LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or such LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received. Notwithstanding the foregoing, this Section 3.01 shall not apply to any tax-related matters.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereofLaw, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (iib) imposes, 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, LC Issuer Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer 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 therein, then, within 15 fifteen (15) days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

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

Yield Protection. If, on or If after the date of this Agreement, the adoption of Agreement any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by of any Lender, LC Issuer Bank or any applicable Lending Installation or the LC Issuer with any request or directive (whether or not having of the force of law) of any such authority, central bank or comparable agency:foregoing, (i) subjects any LenderBank, LC Issuer or any applicable Lending Installation or the LC Issuer to any Taxestax, duty, charge or withholding on or from payments due from the Company (excluding taxation of the overall net income of any Bank, any applicable Lending Installation or the LC Issuer), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Bank or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations thereintherein or other amounts due it hereunder, or (ii) imposes, 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 LenderBank, LC Issuer or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any LenderBank, LC Issuer or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCs, LCs or reduces any amount receivable by any LenderBank, LC Issuer or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations thereinloans, or requires any LenderBank, LC Issuer or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest received by it, by an amount deemed material by such Lender Bank or the LC Issuer, or (iv) affects the amount of capital required or expected to be maintained by any Bank, any applicable Lending Installation or the LC Issuer or any corporation controlling any Bank or the LC Issuer and such Bank or the LC Issuer, as the case may be, and 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 make Loans hereunder or to such Lender, LC Issuer issue or applicable Lending Installation, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating participate in Facility LCs hereunder or to reduce the return received by such Lenderof commitments of this type, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender Bank or the LC Issuer, the Company shall pay such Bank or the LC Issuer, as the case may be, the Borrower shall pay that portion of such Lender or LC Issuer such additional amount or amounts as will compensate such Lenderincreased expense incurred (including, LC Issuer or Lending Installation, as in the case may beof Section 3.1(iv), any reduction in the rate of return on capital to an amount below that which it or such Lending Installation or corporation could have achieved but for such increased cost law, rule, regulation, policy, guideline or directive and after taking into account such Bank’s or the LC Issuer’s policies as to capital adequacy) or reduction in an amount receivedreceived which such Bank or the LC Issuer determines is attributable to making, funding and maintaining its Loans and/or issuing or participating in Facility LCs and its Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (i) subjects any Lender, Lender or LC Issuer or any applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes, imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or LC Issuer or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances or ABR Advances, as applicable), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer or applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer or applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer or applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest received by it, by an amount deemed material by on such Lender or LC Issuer, as the case may beIssuer or any applicable Lending Installation any other condition, and the result of any of the foregoing is to increase the cost to such Lender, Lender or LC Issuer or applicable Lending Installation, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received or receivable by such Lender, Lender or LC Issuer or applicable Lending Installation Installation, as the case may be, in connection with such Eurodollar Loans, or Commitment, or Facility LCs or participations therein therein, then, within 15 days of demand by such Lender or LC Issuer, as the case may be, the Borrower shall pay such Lender or LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, or the LC Issuer Issuer, or applicable Lending Installation Installation, with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, the LC Issuer Issuer, or any applicable Lending Installation Installation, to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes, imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, or the LC Issuer Issuer, or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, the LC Issuer Issuer, or any applicable Lending Installation Installation, of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, the LC Issuer Issuer, or any applicable Lending Installation Installation, in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, the LC Issuer Issuer, or any applicable Lending Installation Installation, to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations participation therein held or interest of LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Issuer, or applicable Lending Installation, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs LCs, or to reduce the return received by such Lender, LC Issuer Issuer, or applicable Lending Installation Installation, as the case may be, in connection with such Eurodollar Loans, the Commitment, Facility LCs or participations therein therein, then, within 15 days of demand by such Lender Lender, or the LC Issuer, as the case may be, the Borrower shall pay such Lender Lender, or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer imposes or applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) 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, LC Issuer Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiiii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Revolving Loan Commitment or Eurodollar Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Revolving Loan Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein), or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Revolving Loan Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, as the case may be, applicable. and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending Installation, as Installation or the case may be, LC Issuer of making or maintaining its Eurodollar Loans or Revolving Loan Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or LC Issuer in connection with such Eurodollar Loans, Loans or Revolving Loan Commitment, or Facility LCs or (including participations therein therein), then, within 15 fifteen (15) days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender or LC Issuer, as the case may be, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, Lender or LC Issuer or Lending Installation, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyagency made after the Closing Date: (ia) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (iib) imposes, 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, LC Issuer Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer 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 therein, then, within 15 fifteen days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount 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 notifies the Borrower of such Lender’s intention to claim compensation therefore; and provided that, 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 shall include in such notice a calculation of such additional amounts in reasonable detail.

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

Yield Protection. If, on or after the date of this Agreement (or, in the case of any assignee, after the date it became a party to this Agreement), the adoption of any law (including any CPA Change) or any governmental or quasi-quasi governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender, LC Issuer imposes or applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiib) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs Letters of Credit or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs Letters of Credit or participations therein held or interest or LC Fees received by it, in each case by an amount deemed material by such Lender or such LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or such LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs Letters of Credit or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs Letters of Credit or participations therein therein, then, within 15 30 days of written demand by such Lender or such LC Issuer, as the case may be, the Borrower shall pay such Lender or such LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or such LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received. Notwithstanding the foregoing, this Section 3.01 shall not apply to any tax-related matters.

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or (ii) imposes, 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, LC Issuer 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 Eurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs LCs, or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Eurocurrency Loans, Commitment, Commitment or Facility LCs or participations therein therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, Lender for such increased cost or reduction in amount received.

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

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law) adopted after the date of this Agreement and having general applicability to all banks within the jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect of and phasing in of capital requirements or other regulations or guidelines passed prior to the date of this Agreement), or any change in the interpretation or administration application thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration application thereof, or the compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:Lender therewith, (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation to any Taxes, duties, charges or withholdings on or from payments due from the Borrowers, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar Loans, Facility LCs its L/C Interests, the Letters of Credit or participations thereinother amounts due it hereunder, or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Rate Loans) with respect to its 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, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans the Loans, the L/C Interests or the Letters of issuing or participating in Facility LCs, Credit or reduces any amount receivable received by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs Loans or participations thereinLetters of Credit, or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs Loans or participations therein L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or LC Issuer, as the case may be, Lender; and the result of any of the foregoing is to increase the cost to such Lenderthat Lender of making, LC Issuer or applicable Lending Installation, as the case may be, of making renewing or maintaining its Eurodollar Loans Loans, L/C Interests or Commitment or Letters of issuing or participating in Facility LCs Credit or to reduce the return any amount received by such Lenderunder this Agreement, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days after receipt by the Borrowers of written demand by such Lender or LC Issuer, as the case may bepursuant to Section 4.5, the Borrower Borrowers shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, for that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Commitments.

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

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or any LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or any LC Issuer or applicable Lending Installation in respect of its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or (ii) imposes, 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, LC Issuer 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 Eurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurodollar Eurocurrency Loans or Commitment, or of issuing or participating in Facility LCs, (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or any LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LCs Fees received by it, by an amount deemed material by such Lender or such LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or such LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or such LC Issuer, as the case may be, in connection with such Eurodollar Eurocurrency Loans, Commitment, Facility LCs Fees or participations therein therein, then, within 15 days of demand by such Lender or such LC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender or such LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or such LC Issuer or Lending InstallationIssuer, as the case may be, for such the actual increased cost or reduction in amount received.

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

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation interpretation, promulgation, implementation or administration thereof thereof, including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:agency related to such new adoption, interpretation or decision (a “Regulatory Change”): (ia) subjects any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or, (iib) 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, LC Issuer Lender or applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Eurocurrency Loans or Commitment, Facility LCs or participations therein therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, Lender or applicable banking address or the LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, Lender or the LC Issuer or applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of regarding its Eurodollar Loans, Facility LCs Loans or participations thereinin Eurodollar Advances, or (ii) imposes, imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or the LC Issuer or applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, the interbank eurocurrency deposit market or the LC Issuer or applicable Lending Installation of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, the interbank eurocurrency deposit market or the LC Issuer or applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, the interbank eurocurrency deposit market or the LC Issuer or applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, be and the result of any of the foregoing is to increase the cost to such Lender, Lender or the LC Issuer or applicable Lending InstallationIssuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, the interbank eurocurrency deposit market or the LC Issuer or applicable Lending Installation Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein therein, then, within 15 days of demand by such Lender the Administrative Agent or the LC Issuer, as the case may be, the Borrower shall Borrowers will pay the Administrative Agent for the account of such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar Loans, Loans Facility LCs or participations therein, or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs LC or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer 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 therein, then, within 15 30 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (i) subjects any Lender, LC Issuer imposes or applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) 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, LC Issuer Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or, (iiiii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer or any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Commitment or Eurodollar Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or any LC Issuer in connection with its Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein), or requires any Lender, LC Issuer Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein therein) held or interest or LC Fees received by it, in each case, by an amount deemed material by such Lender or such LC Issuer, as applicable, or (iii) subjects the case may beAgent, a Lender or applicable Lending Installation to any taxes, duties, levies, imposts, deductions, fees, assessments, charges or withholdings, and any and all liabilities with respect to the foregoing, on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (a) Taxes, (b) Excluded Taxes or (c) Other Taxes), and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer or applicable Lending Installation, as the case may be, Person of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the return received by such Lender, LC Issuer or applicable Lending Installation Person in connection with such Eurodollar Loans, Loans or Commitment, or Facility LCs or (including participations therein therein), then, within 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender or LC Issuer, as the case may bePerson, the Borrower shall pay such Lender or LC Issuer Person such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, Person for such increased cost or reduction in amount received; provided, that any such demand shall be made in good faith (and not on an arbitrary and capricious basis) and consistent with similarly situated customers of the applicable Person after consideration of factors as such Person then reasonably determines to be relevant.

Yield Protection. If, on or after the date of this Agreement, the adoption of (a) If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:Law, (i) subjects any LenderBank, any LC Issuer or any applicable Lending Installation to any Taxestax, duty, charge, withholding levy, imposts, deduction, assessment or fee on its loans, loan principal, letters of credit, commitments, or changes the basis of taxation of payments other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than with respect to (A) Taxes, (B) Excluded Taxes, and (C) to any Lender, LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations thereinOther Taxes), or (ii) imposes, 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 byby any Bank, any Lender, LC Issuer or any applicable Lending Installation (other than reserves and assessments taken into account including any reserve costs under Regulation D with respect to Eurocurrency liabilities (as defined in determining the interest rate applicable to Eurodollar AdvancesRegulation D)), or (iii) imposes any other condition the result of which is to increase the cost to any LenderBank, any LC Issuer or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating Credit Extensions (including any participations in Facility LCs), or reduces any amount receivable by any LenderBank, any LC Issuer or any applicable Lending Installation in connection with its Eurodollar Loans, Credit Extensions (including any participations in Facility LCs or participations therein, LCs) or requires any LenderBank, any LC Issuer or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held its Outstanding Credit Exposure or interest received by it, 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 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 commitments of this type, then, upon presentation by such Bank or such LC Issuer to the Company of a certificate (as 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 or such LC Issuer for the period of up to ninety (90) days prior to the date on which such certificate is delivered to the Company and the Agent, to be sufficient to compensate such Bank or such LC Issuer, as applicable, in light of such circumstances, the Company shall within thirty (30) days of such delivery of such certificate pay to the Agent for the account of such Bank or such LC Issuer, as applicable, the specified amounts set forth on such certificate. The affected Bank or LC Issuer, as applicable, shall deliver to the case may be, Company and the result of any Agent a certificate setting forth the basis of the foregoing is to increase claim and specifying in reasonable detail the cost calculation of such increased expense, which certificate shall be prima facie evidence as to such Lender, LC Issuer or applicable Lending Installation, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by increase and such Lender, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender amounts. An affected Bank or LC Issuer, as applicable, may deliver more than one certificate to the case Company during the term of this Agreement. In making the determinations contemplated by the above-referenced certificate, any Bank and any LC Issuer may bemake such reasonable estimates, assumptions, allocations and the Borrower like that such Bank or such LC Issuer, as applicable, in good faith determines to be appropriate, and such Bank’s or such LC Issuer’s selection thereof in accordance with this Section 4.1 shall pay such Lender 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 additional amount compensation relates to any period of time more than ninety (90) days prior to the date upon which such Bank or amounts as will compensate such Lender, LC Issuer or Lending InstallationIssuer, as applicable, first notified the case may beCompany of the occurrence of the event entitling such Bank or such LC Issuer, for as applicable, to such increased cost or reduction in amount receivedcompensation (unless, and to the extent, that any such compensation so demanded shall relate to the retroactive application of any event so notified to the Company).

Yield Protection. If, on or after the date of this AgreementEffective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Fixed Rate Loans, Facility LCs or participations therein, or (iib) imposes, 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, LC Issuer 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 Fixed Rate Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Fixed Rate Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Fixed Rate Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Fixed Rate Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Fixed Rate Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Fixed Rate Loans, Commitment, Facility LCs or participations therein therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

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

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-quasi- ---------------- governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender, Swing Line Lender or LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (i) subjects any Lender, Swing Line Lender or LC Issuer or its applicable Lending Installation to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of such Lender, Swing Line Lender or LC Issuer or its applicable Lending Installation imposed by the jurisdiction or taxing authority in which its principal executive office or Lending Installation is located), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Swing Line Lender or LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs LCs, or participations therein, or other amounts due it hereunder, or (ii) imposes, imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Swing Line Lender or LC Issuer or its applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, Swing Line Lender or LC Issuer or its applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCsLCs or Swing Line Loans, or reduces any amount receivable by any Lender, Swing Line Lender or LC Issuer or its applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, Swing Line Lender or LC Issuer or its applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest received by it, by an amount deemed material by such Lender or LC Issuer, as the case may beit, and the result of any of the foregoing is to increase the cost to such Lender, Swing Line Lender, or LC Issuer or its applicable Lending Installation, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or Swing Line Loans or to reduce the return received by such Lender, Swing Line Lender, or LC Issuer or its applicable Lending Installation Installation, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein therein, then, within 15 days of demand by such Lender Lender, Swing Line Lender, or LC Issuer, as the case may be, the Borrower shall pay such Lender Lender, Swing Line Lender, or LC Issuer Issuer, such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, it for such increased cost or reduction in amount received.

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

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:agency (other than any change by way of imposition or increase of Reserve Requirements): (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Revolving Loan Commitments, Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Revolving Loan Commitment or Eurodollar Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Revolving Loan Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein), or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Revolving Loan Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, as the case may be, applicable. and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending Installation, as Installation or the case may be, LC Issuer of making or maintaining its Eurodollar Loans or Revolving Loan Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or LC Issuer in connection with such Eurodollar Loans, Loans or Revolving Loan Commitment, or Facility LCs or (including participations therein therein), then, within 15 days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender or LC Issuer, as the case may be, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, Lender or LC Issuer or Lending Installation, as the case may be, for such increased cost or reduction in amount received. If, upon receipt of the notice specified by the immediately preceding sentence, the Borrower so notifies the Administrative Agent, the Borrower may either (i) prepay in full all Eurodollar Loans of such Lender then outstanding, so long as the Borrower reimburses such Lender for its increased costs in accordance with this Section 3.1, or (ii) convert all Eurodollar Loans of all Lenders then outstanding into Floating Rate Loans in accordance with this Agreement, so long as the Borrower reimburses the Lenders for all of their increased costs in accordance with this Section 3.1.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (iib) imposes, 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, LC Issuer Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer 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 therein, then, within 15 fifteen days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by of any Lender, Swing Line Lender or LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:therewith, (i) subjects any Lender, Swing Line Lender or LC Issuer or its applicable Lending Installation to any Taxestax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income of such Lender, Swing Line Lender or LC Issuer or its applicable Lending Installation imposed by the jurisdiction or taxing authority in which its principal executive office or Lending Installation is located), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Swing Line Lender or LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs LCs, or participations therein, or other amounts due it hereunder, or (ii) imposes, imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Swing Line Lender or LC Issuer or its applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, Swing Line Lender or LC Issuer or its applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCsLCs or Swing Line Loans, or reduces any amount receivable by any Lender, Swing Line Lender or LC Issuer or its applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, Swing Line Lender or LC Issuer or its applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest received by it, by an amount deemed material by such Lender or LC Issuer, as the case may beit, and the result of any of the foregoing is to increase the cost to such Lender, Swing Line Lender, or LC Issuer or its applicable Lending Installation, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or Swing Line Loans or to reduce the return received by such Lender, Swing Line Lender, or LC Issuer or its applicable Lending Installation Installation, as the case may be, in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein therein, then, within 15 days of demand by such Lender Lender, Swing Line Lender, or LC Issuer, as the case may be, the Borrower shall pay such Lender Lender, Swing Line Lender, or LC Issuer Issuer, such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, it for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar Loans, Facility LCs or participations thereinAdvances, or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to the Lender or any Lender, LC Issuer or applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Advances, or of issuing or participating in Facility LCs, Letters of Credit or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar LoansAdvances, Facility LCs Letters of Credit or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar LoansAdvances, Facility LCs Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans Advances or Commitment or of issuing or participating in Facility LCs Letters of Credit or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar LoansAdvances, Commitment, Facility LCs Letters of Credit or participations therein therein, then, within 15 30 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, the Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the ---------------- adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, Lender or LC Issuer or any applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar Loans, its LC Interests, the Facility LCs or participations therein, other amounts due hereunder or (ii) imposes, imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Swing Line Lender, LC Issuer or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, Swing Line Lender, LC Issuer or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans Loans, LC Interests or of issuing or participating in the Facility LCs, LCs or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar Loans, LC Interests or the Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, LC Interests or Facility LCs or participations therein held or interest received by it, by an amount deemed material by such Lender or LC Issuer, as the case may beLender, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending Installation, as the case may be, Installation of making or maintaining its Eurodollar Loans Loans, LC Interests, Facility LCs or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation in connection with such Eurodollar Loans, CommitmentLC Interests, Facility LCs or participations therein Commitment, then, within 15 days of demand by such Lender or LC Issuer, as the case may beLender, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, Lender for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (i) subjects any Lender, LC Issuer or applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (iia) imposes, 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 LenderLender (except any reserve requirement reflected in the Eurocurrency Rate) or the L/C Issuer; (b) subjects any Lender or the L/C Issuer to any Tax of any kind whatsoever (except for (i) Indemnified Taxes or Other Taxes covered by Section 3.05, LC Issuer (ii) Connection Income Taxes and (iii) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iiic) imposes any other condition the result of which is to increase the cost to on any Lender, LC the L/C Issuer or applicable Lending Installation of makingthe London interbank market any other condition, funding cost or maintaining its Eurodollar expense affecting this Agreement or Eurocurrency Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer or applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer or applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest received by it, by an amount deemed material made by such Lender or LC the L/C Issuer, as the case may be, ; and the result of any of the foregoing is shall be to increase the cost to such LenderLender of making, LC Issuer continuing, converting to or applicable Lending Installation, as maintaining any Eurocurrency Loans (or in the case may beof a Change in Law with respect to Taxes, any Revolving Loan) or of making maintaining its obligation to make any such Revolving Loan or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining its Eurodollar Loans or Commitment any Letter of Credit (or of issuing maintaining its obligation to participate in or participating in Facility LCs to issue any Letter of Credit), or to reduce the return amount of any sum received by such Lender, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand receivable by such Lender hereunder (whether of principal, interest or LC Issuerany other amount) then, as the case may be, the Borrower shall pay upon request of such Lender or LC the L/C Issuer, WBA shall pay, or shall cause the applicable Borrower to pay, to such Lender or the L/C Issuer such additional amount or amounts as will compensate such Lender, LC Lender or the L/C Issuer or Lending Installation, as the case may be, for such increased cost additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to seek compensation under this Section 3.01 based on the occurrence of a Change in amount receivedLaw arising solely from (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives promulgated thereunder or issued in connection therewith or (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, unless such Lender is generally seeking compensation from other borrowers that are similarly situated to and of similar creditworthiness with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions similar to this Section 3.01.

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

Yield Protection. If, on or after the date of this Agreement, the adoption of any law change in any Requirement of Law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, Lender or LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, Lender or LC Issuer or any applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes, imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or LC Issuer or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer or applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer or applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer or applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest received by it, by an amount deemed material by on such Lender or LC Issuer, as the case may beIssuer or any applicable Lending Installation any other condition, and the result of any of the foregoing is to increase the cost to such Lender, Lender or LC Issuer or applicable Lending Installation, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, Lender or LC Issuer or applicable Lending Installation Installation, as the case may be, in connection with such Eurodollar Loans, or Commitment, or Facility LCs or participations therein therein, then, within 15 days of demand by such Lender or LC Issuer, as the case may be, the Borrower shall pay such Lender or LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

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

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer the Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) 3.1.1 subjects the Lender or any Lender, LC Issuer or applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, the Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or (ii) imposes, 3.1.2 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 Lender or any Lender, LC Issuer or applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), or (iii) 3.1.3 imposes any other condition the result of which is to increase the cost to the Lender or any Lender, LC Issuer or applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Eurocurrency Loans or Commitment (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than euro into a Loan denominated in euro), or of issuing or participating in Facility LCs, or reduces any amount receivable by the Lender or any Lender, LC Issuer or applicable Lending Installation or the LC Issuer in connection with its Eurodollar LoansEurocurrency Loans or Commitment, Facility LCs or participations therein, or requires the Lender or any Lender, LC Issuer or applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar LoansEurocurrency Loans or Commitment, Facility LCs or participations participants therein held or interest of LC Fees received by it, by an amount deemed material by such the Lender or the LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer the Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than euro into a Loan denominated in euro) or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer the Lender or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, in connection with such Eurocurrency Loans or Commitment, or Facility LCs, then, within fifteen (15) days of demand by the Borrower Lender, the Borrowers shall pay such the Lender or LC Issuer such additional amount or amounts as will compensate such Lender, the Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

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

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (iib) imposes, 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, LC Issuer Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer 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 therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

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

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Commitment or Facility LCs or participations therein therein, then, if such Lender, applicable Lending Institution or the LC Issuer makes demand on the Borrower within 15 180 days of such occurrence, within 30 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received, but without duplication, including by reason of the provisions of any other Section of this Article III.

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

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer 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 therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received. Any such demand must be given by such Lender or the LC Issuer within 180 days of the determination any such increased cost or reduced return.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-–governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the Issuing Bank to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer Lender or applicable Lending Installation the Issuing Bank in respect of its Eurodollar LIBOR Loans, Facility LCs Letters of Credit or participations therein, or (iib) imposes, 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, LC Issuer 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 LIBOR Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the Issuing Bank of making, funding or maintaining its Eurodollar Loans LIBOR Loans, or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the Issuing Bank in connection with its Eurodollar LIBOR Loans, Facility LCs Letters of Credit or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the Issuing Bank to make any payment calculated by reference to the amount of Eurodollar LIBOR Loans, Facility LCs Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or LC Issuer, the Issuing Bank as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the Issuing Bank, as the case may be, of making or maintaining its Eurodollar LIBOR Loans or Commitment or of issuing or participating in Facility LCs Letters of Credit or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or the Issuing Bank, as the case may be, in connection with such Eurodollar LIBOR Loans, Commitment, Facility LCs Letters of Credit or participations therein therein, then, within 15 days of demand by such Lender or LC Issuerthe Issuing Bank, as the case may be, the Borrower shall pay such Lender or LC Issuer the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender, LC Issuer Lender or Lending Installationthe Issuing Bank, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyChange: (iA) subjects the Agent, any Lender, LC Issuer Lender or any applicable Lending Installation to any Taxestaxes, duties, levies, imposts, deductions, charges, fees, assessments or changes the basis of taxation of payments withholdings, and any liability with respect thereto (other than with respect (A) Taxes, (B) amounts excluded from Taxes pursuant to Excluded Section 2.15(E)(i) and (C) Other Taxes) to any Lenderon its loans, LC Issuer loan principal, letters of credit, commitments, or applicable Lending Installation in respect of other obligations, or its Eurodollar Loansdeposits, Facility LCs reserves, other liabilities or participations thereincapital attributable thereto, or (iiB) imposes, 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances)Eurocurrency Rate Loans) with respect to its 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, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Eurodollar Loans the Loans, the L/C Interests or the Letters of issuing or participating in Facility LCs, Credit or reduces any amount receivable received by any Lender, LC Issuer Lender or any applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs Loans or participations thereinLetters of Credit, or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs Loans or participations therein L/C Interests held or interest received by itit or by reference to the Letters of Credit, by an amount deemed material by such Lender or LC Issuer, as the case may be, Lender; and the result of any of the foregoing is to increase the cost to such Lenderthat Person of making, LC Issuer or applicable Lending Installation, as the case may be, of making renewing or maintaining its Eurodollar Loans Loans, L/C Interests, or Commitment or Letters of issuing or participating in Facility LCs Credit or to reduce the return any amount received by such Lenderunder this Agreement, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 fifteen (15) days after receipt by the applicable Borrower of written demand by such Lender or LC Issuer, as the case may bePerson pursuant to Section 4.5, the applicable Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, for Person that portion of such increased cost expense incurred or reduction in an amount receivedreceived which such Person determines is attributable to making, funding and maintaining its Loans, L/C Interests, Letters of Credit and its Revolving Loan Commitment.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Bank or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender, LC Issuer Bank or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Bank or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations participation therein, or (iib) imposes, 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, LC Issuer Bank or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar AdvancesRate Borrowings), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Bank or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Bank or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Bank or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Loans Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender Bank or the LC Issuer, issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Bank or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Bank 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 therein, then, within 15 days of demand by such Lender Bank or the LC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender Bank or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Bank or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (in each case, other than with respect to Excluded Taxes or Indemnified Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, ; or (iib) imposes, 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, LC Issuer Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), ; or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, ; and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer 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 therein, then, within 15 fifteen (15) days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes, imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or the LC Issuer or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCs, LCs or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest received by it, by an amount deemed material by such Lender or the LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

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

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

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations thereintherein , or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCs, LCs or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein therein, held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending Installation, Installation or the LC Issuer as the case may be, of making or maintaining its Eurodollar Loans or Commitment or as of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer 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 therein, then, within 15 30 days of demand by such Lender or the LC Issuer, Issuer as the case may be, and delivery to the Borrower of a certified calculation of the amounts owed hereunder, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending Installation, as the case may be, for such increased cost or reduction in amount received.

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

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-quasi- governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer imposes or applicable Lending Installation to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) 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, LC Issuer Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiiii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation of making, funding or maintaining its Revolving Loan Commitment or Eurodollar Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Revolving Loan Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein), or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Revolving Loan Commitment or Eurodollar Loans, Loans or Facility LCs or (including participations therein therein) held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, as the case may be, applicable. and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending Installation, as Installation or the case may be, LC Issuer of making or maintaining its Eurodollar Loans or Revolving Loan Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or LC Issuer in connection with such Eurodollar Loans, Loans or Revolving Loan Commitment, or Facility LCs or (including participations therein therein), then, within 15 fifteen (15) days of demand demand, accompanied by the written statement required by Section 3.6, by such Lender or LC Issuer, as the case may be, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, Lender or LC Issuer or Lending Installation, as the case may be, for such increased cost or reduction in amount received.

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

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyagency related to such new adoption, interpretation or decision: (ia) subjects any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or, (iib) 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, LC Issuer Lender or applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Eurocurrency Loans or Commitment, Facility LCs or participations therein therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. (a) If, on or after the date of this AgreementClosing Date, the adoption of any law applicable law, rule or regulation, or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law)change therein, or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender, LC Lender (or its Lending Office) or L/C Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority: (i) subjects shall subject any Lender, LC Lender (or its Lending Office) or L/C Issuer or applicable Lending Installation to any Taxes, or changes the basis of taxation of payments Taxes (other than (A) Indemnified Taxes and Other Taxes indemnifiable under Section 10.1 and (B) Excluded Taxes), with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs its Revolving Notes, its Letter(s) of Credit, or participations 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 its deposits, reserves or other liabilities or capital attributable to any of the foregoing; or (ii) imposesshall impose, increases modify 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, LC Lender (or its Lending Office) or L/C Issuer or applicable shall impose on any Lender (or its Lending Installation (other than reserves and assessments taken into account in determining Office) or L/C Issuer or on the interest rate applicable to Eurodollar Advances), or (iii) imposes interbank market any other condition the result of which is to increase the cost to any Lender, LC Issuer or applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer or applicable Lending Installation in connection with affecting its Eurodollar Loans, Facility LCs or participations thereinits Revolving Notes, its Letter(s) of Credit, or requires its participation in any Lenderthereof, LC Issuer any Reimbursement Obligation owed to it, or applicable Lending Installation its obligation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held to issue a Letter of Credit, or interest received by it, by an amount deemed material by such Lender or LC Issuer, as the case may be, to participate therein; and the result of any of the foregoing is to increase the cost to such Lender, LC Lender (or its Lending Office) or L/C Issuer or applicable Lending Installation, as the case may be, of making or maintaining its any Eurodollar Loans or Commitment or of Loan, issuing or maintaining a Letter of Credit, or participating in Facility LCs therein, or to reduce the return amount of any sum received or receivable by such LenderLender (or its Lending Office) or L/C Issuer under this Agreement or under any other Loan Document with respect thereto, LC by an amount deemed by such Lender or L/C Issuer or applicable Lending Installation in connection with such Eurodollar Loansto be material, Commitment, Facility LCs or participations therein then, within 15 30 days of after written demand by such Lender or LC Issuer, as L/C Issuer (with a copy to the case may beAdministrative Agent), the Borrower shall be obligated to pay to such Lender or LC L/C Issuer such additional amount or amounts as will compensate such Lender, LC Lender or L/C Issuer or Lending Installation, as the case may be, for such increased cost or reduction reduction; provided that the Borrower shall not be required to compensate a Lender or L/C Issuer pursuant to this Section 8.4(a) for any increased costs or reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include such period of retroactive effect). (b) If, after the Closing Date, any Lender, L/C Issuer or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy or liquidity requirements, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or L/C Issuer or any corporation controlling such Lender or L/C Issuer with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority has had the effect of reducing the rate of return on such Lender’s, L/C Issuer’s or corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender, L/C Issuer or corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s, L/C Issuer’s or corporation’s policies with respect to capital adequacy or liquidity) by an amount receiveddeemed by such Lender or L/C Issuer to be material, then from time to time, within 30 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such reduction; provided that the Borrower shall not be required to com- pensate a Lender or L/C Issuer pursuant to this Section 8.4(b) for any reductions suffered more than one hundred and eighty (180) days prior to the date that Lender or L/C Issuer notifies the Borrower of the change in law giving rise to such increased costs or reductions and of such Lender’s or L/C Issuer’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include such period of retroactive effect). (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall, in each case, be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented (but solely to the extent the relevant increased costs or loss of yield would otherwise have been subject to compensation by the Borrower under the applicable increased cost provisions). (d) A Lender or L/C Issuer claiming compensation under this Section 8.4 shall only be entitled to reimbursement by the Borrower (i) if such Lender or L/C Issuer has delivered to Borrower a certificate claiming compensation under this Section 8.4 and setting forth the additional amount or amounts to be paid to it hereunder at the time of such demand, which shall be conclusive absent manifest error (it being understood that in determining such amount, such Lender may use any reasonable averaging and attribution methods) and (ii) to the extent the applicable Lender is generally requiring reimbursement therefor from similarly situated United States borrowers under comparable syndicated credit facilities; provided that, in connection with asserting any such claim, no confidential information need be disclosed. No failure or delay by a Lender or L/C Issuer in exercising any right or power pursuant to this Section 8.4 shall operate as a waiver thereof.

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

Yield Protection. If, on or after the date of this Agreement, the ---------------- adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer such Lender or such applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, such Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes, 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, LC Issuer such Lender or such applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer such Lender or such applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer such Lender or such applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer such Lender or such applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer 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 therein, then, within 15 days of after written demand by such Lender or the LC Issuer, as the case may be, showing in reasonable detail the computations supporting such Lender's or the LC Issuer's, as the case may be, claims of increased cost or reduction of return, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received, provided that the Borrower shall not be obligated to pay any such amount or amounts which are attributable to any period of time occurring more than one year prior to the date of receipt by the Borrower of such written demand except to the extent such increased cost or reduction in amount received is the result of any of the matters referred to above having retroactive effect.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation any existing or administration thereof by any governmental future law, rule, regulation, policy, guideline or quasi-governmental authority, central bank directive or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:Lender therewith, (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation to any Taxestax, duty, charge or withholding on or from payments due from the Company, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation Lender in respect of its Eurodollar Loans, Facility LCs Loans or participations thereinother amounts due it hereunder (excluding any tax imposed with respect to the overall net income of any Lender or its Lending Installation and any franchise taxes imposed on any such Lender or Lending Installation to the extent such franchise taxes are in lieu of net income taxes), or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) affects the amount of capital required or expected to be maintained by any Lender or Lending Installation or any corporation controlling any Lender or Lending Installation and such Lender determines the amount of capital required is increased by or based upon the existence of this Agreement or its obligation to make or maintain Loans hereunder or of commitments of this type, or (iv) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer or applicable Lending Installation of making, funding or maintaining its Eurodollar Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer or applicable Lending Installation in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein loans held or interest received by it, by it in an amount deemed material by such Lender or LC Issuer, as the case may beLender, and the result of any of the foregoing is to increase the cost to such LenderLender or Lending Installation of making, LC Issuer or applicable Lending Installation, as the case may be, of making renewing or maintaining its Eurodollar Loans or Commitment or of issuing any Loan or participating to reduce any amount receivable in Facility LCs respect thereof or to reduce the rate of return received by such Lender, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days on the capital of demand by such Lender or LC IssuerLending Installation or any Person controlling such Lender or Lending Installation as it relates to credit facilities in the nature of that evidenced by this Agreement, as then the case may be, the Borrower Company shall pay such Lender that portion of such increased expense incurred (including, in the case of Section 3.1(iii), 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 LC Issuer such additional amount or amounts as will compensate directive and after taking into account such Lender, LC Issuer or Lending Installation, 's policies as the case may be, for such increased cost to capital adequacy) or reduction in an amount receivedreceived which such Lender determines is attributable to making, funding and maintaining its Loans and its Commitment to the extent such expenses or reductions arise from and after the date which is 90 days before receipt by the Company of demand for payment by such Lender. Notwithstanding the foregoing, if any of the foregoing circumstances otherwise giving rise to the yield protection provisions of this Section are imposed solely against a single Lender as a result of circumstances or conditions which apply solely to that Lender and not generally to lenders domiciled in the jurisdiction of such Lender's domicile, then the yield protection provisions of this Section shall not apply with respect to such circumstances.

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law Law or any governmental or quasi-governmental rule, regulation, policy, guideline policy or directive (whether or not having the force of lawLaw), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of lawLaw) of any such authority, central bank or comparable agency:agency (any such event, a “Change in Law”): (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or (ii) imposes, 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, LC Issuer 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 Eurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of maintaining its Commitment or making, funding or maintaining its Eurodollar Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro), or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to its Commitment or the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans (including, without limitation, any conversion of any Loan denominated in an Agreed Currency other than Euro into a Loan denominated in Euro) or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar LoansEurocurrency Loan, or Commitment, Facility LCs or participations therein therein, then, within 15 30 days of demand by such Lender or the LC Issuer, as the case may be, the relevant Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending Installation, as the case may be, for such increased cost or reduction in amount received.

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

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation interpretation, promulgation, implementation or administration thereofthereof including, notwithstanding the foregoing, all requests, rules, guidelines or directives in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act regardless of the date enacted, adopted or issued, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:agency related to such new adoption, interpretation or decision (a “Regulatory Change”): (ia) subjects any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or, (iib) 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, LC Issuer Lender or applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Eurocurrency Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer in connection with its Eurodollar Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Eurocurrency Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Eurocurrency Loans or Commitment, Facility LCs or participations therein therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

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

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Fixed Rate Loans, Facility LCs or participations therein, or (iib) imposes, 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, LC Issuer 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 Fixed Rate Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Fixed Rate Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Fixed Rate Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Fixed Rate Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, 44 and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Fixed Rate Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Fixed Rate Loans, Commitment, Facility LCs or participations therein therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

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

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

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer or applicable Lending Installation of the Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:such, (ia) subjects any Lender, LC Issuer or applicable Lending Installation the Lender to any Taxesincrease in any tax, duty, charge or withholding on or from payments due from the Borrower (excluding taxation of the overall net income or gross revenues of the Lender), or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, LC Issuer or applicable Lending Installation the Lender in respect of its Eurodollar Loans, the Special Project Revolving Credit Facility LCs or participations thereinother amounts due it hereunder, or (iib) imposes, 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, LC Issuer or applicable Lending Installation by the Lender (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advancesthe Special Project Revolving Credit Facility), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer or applicable Lending Installation the Lender of making, funding or maintaining its Eurodollar Loans or of issuing or participating in the Special Project Revolving Credit Facility LCs, or reduces any amount receivable by any Lender, LC Issuer or applicable Lending Installation the Lender in connection with its Eurodollar Loans, Facility LCs or participations thereinthe Special Project Revolving Credit Facility, or requires any Lender, LC Issuer or applicable Lending Installation the Lender to make any payment calculated by reference to the amount of Eurodollar Loans, the Special Project Revolving Credit Facility LCs or participations therein held or interest received by it, by an amount deemed material by such the Lender, or (d) affects the amount of capital required to be maintained by the Lender or LC Issuerany corporation controlling the Lender or the Lender determines the amount of capital required is increased by or based upon the existence of this Agreement, then, within thirty (30) days after demand by the Lender (together with a copy of the applicable change in the law and calculations of amounts due), the Borrower shall pay to the Lender, as the case may be, and that portion of such increased expense incurred (including any reduction in the result rate of any of return on capital to an amount below that which it could have achieved but for such change in regulation after taking into account the foregoing is Lender’s policies as to increase capital adequacy) or reduction in an amount received which the cost to such Lender, LC Issuer or applicable Lending Installation, as the case may be, of making or reasonably determines is attributable to making, funding and maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or the Special Project Revolving Credit Facility, provided that the Lender shall provide to reduce the return received by such Lender, LC Issuer or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender or LC Issuer, as the case may be, the Borrower shall pay a certificate setting forth such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, LC Issuer or Lending Installation, as the case may be, for such increased cost or reduction in amount receivedamount.

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

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

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar LIBOR Loans, Facility LCs or participations therein, or (ii) imposes, 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, LC Issuer 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 LIBOR Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans LIBOR Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar LIBOR Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar LIBOR Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender Lender, or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar LIBOR Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar LIBOR Loans, Commitment, Facility LCs or participations therein therein, then, within 15 fifteen (15) days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer 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 therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received, provided, however, that no Lender or LC Issuer shall be entitled to receive any such increased costs to the extent incurred more than 180 days prior to the date that such Lender or LC Issuer makes such a demand, provided, further, that if a change in law giving rise to such increased cost is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof.

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

Yield Protection. (a) If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Swing Line Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Commitment, Commitment or Facility LCs or participations therein therein, then, within 15 30 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received. (b) NON-U.S. RESERVE COSTS OR FEES WITH RESPECT TO CREDIT EXTENSIONS TO NON-U.S.

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

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (iib) imposes, imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, Lender or any applicable Lending A&R CREDIT AGREEMENT 44 Installation or the LC Issuer or applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer 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 therein, then, within 15 fifteen days of demand by such Lender or the LC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Bank or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) : subjects any Lender, LC Issuer Bank or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Bank or the LC Issuer or applicable Lending Installation in respect of its Eurodollar LIBOR Loans, Facility LCs Letters of Credit or participations therein, or (ii) imposes, 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, LC Issuer Bank or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar LIBOR Advances), or (iii) or imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Bank or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans LIBOR Loans, or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender, LC Issuer Bank or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar LIBOR Loans, Facility LCs Letters of Credit or participations therein, or requires any Lender, LC Issuer Bank or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar LIBOR Loans, Facility LCs Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender Bank or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Bank or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar LIBOR Loans or Commitment Commitments or of issuing or participating in Facility LCs Letters of Credit or to reduce the return received by such Lender, LC Issuer Bank or applicable Lending Installation in connection with such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, in connection with such LIBOR Loans, Commitments, Letters of Credit or participations therein, in any event by an amount which such Bank or the LC Issuer reasonably deems material, then, within seven Business Days of demand by such Bank or the LC Issuer, as the case may be, Borrower shall pay such Lender Bank or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Bank or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable Table of Contents agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender Lender, applicable Lending Installation or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer 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 therein, then, within 15 30 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received. Notwithstanding any of the foregoing, unless a Lender gives notice to the Borrower that it is obligated to pay an amount under this Section 3.1 within 270 days after the increased cost or reduced return giving rise to such a claim is incurred or suffered, then such Lender shall only be entitled to be compensated to the extent that such increased cost or reduced return is incurred or suffered within the 270-day period before such Lender gives such notice to the Borrower; provided that if the circumstances giving rise to such a claim have a retroactive effect, then such 270-day period shall be extended to include the period of such retroactive effect.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (ii) imposes, 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, LC Issuer Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCs, LCs or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans 25 Loans, or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Loans, Facility LCs, participations therein or Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

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

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Fixed Rate Loans, Facility LCs or participations therein, or (iib) imposes, 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, LC Issuer 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 Fixed Rate Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Fixed Rate Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Fixed Rate Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Fixed Rate Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Fixed Rate Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Fixed Rate Loans, Commitment, Facility LCs or participations therein therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower Borrowers shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

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

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

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereofLaw, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein, or (iib) imposes, 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, LC Issuer Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer 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 therein, then, within 15 fifteen days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change Change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyLaw: (i) subjects the Administrative Agent, any Lender, LC Issuer Lender or any applicable Lending Installation or any LC Issuer to any Taxestaxes, duties, levies, imposts, deductions, fees, assessments, charges or withholdings, and any and all liabilities with respect to the foregoing, on its loans, loan principal, letters of credit, commitments, or changes the basis of taxation of payments other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than with respect to (A) Taxes, (B) Excluded Taxes or (C) Other Taxes) to any Lender, LC Issuer or applicable Lending Installation in respect of its Eurodollar Loans, Facility LCs or participations therein), or (ii) imposes, modifies or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, LC Issuer 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 Eurocurrency Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Eurodollar Loans or Commitments, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or any LC Issuer in connection with its Eurodollar LoansLoans or Commitments, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Eurodollar LoansLoans or Commitments, Facility LCs or participations participants therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or such LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to the Administrative Agent, such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or such LC Issuer, as the case may be, of making making, continuing, converting into or maintaining its Eurodollar Loans or Commitment Commitments or of issuing or participating in Facility LCs or to reduce the return received by the Administrative Agent, such Lender, LC Issuer Lender or applicable Lending Installation in connection with or such Eurodollar Loans, Commitment, Facility LCs or participations therein then, within 15 days of demand by such Lender or LC Issuer, as the case may be, in connection with such Loans or Commitments, Facility LCs or participations therein, then, within fifteen (15) days of demand by the Borrower Administrative Agent, such Lender, or LC Issuer the Borrowers shall pay pay, the Administrative Agent, such Lender or LC Issuer such additional amount or amounts as will compensate the Administrative Agent, such Lender, Lender or such LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received; provided, that the Borrowers shall not be required to compensate a Lender or LC Issuer under this Section 3.1 for any increased costs or reductions incurred more than 90 days prior to the date that such Lender or LC Issuer notifies the Company in writing of such increased costs or reductions and of such Lender’s or LC Issuer’s intention to claim compensation therefor; provided, further, that if such adoption or such change giving rise to such increased costs or reduction is retroactive such 90-day period shall be extended to include the period of retroactive effect.

Yield Protection. If, on or after the date of this AgreementClosing Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ia) subjects any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Lender or the LC Issuer or applicable Lending Installation in respect of its Eurodollar Fixed Rate Loans, Facility LCs or participations therein, or (iib) imposes, 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, LC Issuer 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 Fixed Rate Advances), or (iiic) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans Fixed Rate Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar Fixed Rate Loans, Facility LCs or participations therein, or requires any Lender, LC Issuer Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar Fixed Rate Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Lender or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Fixed Rate Loans or Commitment or of issuing or participating in Facility LCs or to reduce the return received by such Lender, LC Issuer Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar Fixed Rate Loans, Commitment, Facility LCs or participations therein therein, then, within 15 days of demand by such Lender or the LC Issuer, as the case may be, the Borrower shall pay such Lender or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Lender or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.

Yield Protection. If, on or after the date of this Agreement, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, LC Issuer Bank or applicable Lending Installation or the LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) subjects any Lender, LC Issuer Bank or any applicable Lending Installation or the LC Issuer to any Taxes, or changes the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender, Bank or the LC Issuer or applicable Lending Installation in respect of its Eurodollar LIBOR Loans, Facility LCs Letters of Credit or participations therein, or (ii) imposes, 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, LC Issuer Bank or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar LIBOR Advances), or (iii) imposes any other condition the result of which is to increase the cost to any Lender, LC Issuer Bank or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurodollar Loans LIBOR Loans, or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender, LC Issuer Bank or any applicable Lending Installation or the LC Issuer in connection with its Eurodollar LIBOR Loans, Facility LCs Letters of Credit or participations therein, or requires any Lender, LC Issuer Bank or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurodollar LIBOR Loans, Facility LCs Letters of Credit or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender Bank or the LC Issuer, Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Lender, LC Issuer Bank or applicable Lending InstallationInstallation or the LC Issuer, as the case may be, of making or maintaining its Eurodollar LIBOR Loans or Commitment Commitments or of issuing or participating in Facility LCs Letters of Credit or to reduce the return received by such Lender, LC Issuer Bank or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Eurodollar LIBOR Loans, CommitmentCommitments, Facility LCs Letters of Credit or participations therein therein, in any event by an amount which such Bank or the LC Issuer reasonably deems material, then, within 15 days seven Business Days of demand by such Lender Bank or the LC Issuer, as the case may be, the Borrower shall pay such Lender Bank or the LC Issuer Issuer, as the case may be, such additional amount or amounts as will compensate such Lender, Bank or the LC Issuer or Lending InstallationIssuer, as the case may be, for such increased cost or reduction in amount received.