Common use of Yield Protection Clause in Contracts

Yield Protection. If, on or after the Effective Date, there occurs any Change in Law which: (a) subjects any Lender or any applicable Lending Installation, the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily 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 as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrowers shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 days prior to the date that such Person notifies any Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs any Change in Law which: (a) subjects any Lender or any applicable Lending Installation, the any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency LoansEurodollar Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily Eurocurrency 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 Person of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrowers Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 180 days prior to the date that such Person notifies any the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or If after the Effective Datedate hereof the introduction of, there occurs or any Change change in, any applicable law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or in Law which:the interpretation or administration thereof, or the compliance of any Lender or the LC Issuer therewith, (a) subjects any Lender or any applicable Lending InstallationInstallation or the LC Issuer to any tax, duty, charge or withholding on or from payments due from any Borrower or changes the basis of taxation of payments to any Lender or the LC Issuer in respect of its Loans, Facility LCs or participations therein or other amounts due it hereunder (excluding income taxes and franchise taxes (imposed in lieu of income taxes) imposed on the Agent, the LC IssuerIssuer or any Lender as a result of a present or former connection between the Agent, the LC Issuer or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein, other than any such connection arising solely from the Agent, the LC Issuer or such Lender having executed, delivered or performed its obligations or received a payment under, or the Administrative Agent to enforced, this Agreement or any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoLoan Document), or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender Lender, the LC Issuer or any applicable Lending Installation or the LC Issuer (other than reserves reserves, assessments and assessments other charges taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency LoansRate), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loansloans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency Loansloans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily Eurocurrency Loansloans, Facility LCs or participations therein therein, held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrowers shall pay such PersonIssuer, as the case may be, then, within 15 days of written demand by the Agent on behalf of such additional amount Lender or the LC Issuer, as the case may be, providing evidence of expenses actually incurred or reductions in amounts to be received under this Agreement actually suffered, the affected Borrower shall pay such Lender or the LC Issuer, as will compensate such Person for the case may be, that portion of such increased cost expense incurred or reduction in an amount received. Failure received which is attributable to making, funding and maintaining its Loans, Facility LCs or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 days prior to the date that such Person notifies any Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereofCommitment.

Yield Protection. If, on or after the Effective Date, there occurs If any Change in Law whichLaw: (a) subjects any Lender or any applicable Lending Installation, the LC Issuer, or the Administrative Agent Recipient to any Taxes (other than with respect to (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes, ” and Other (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency Advances) with respect to its Commitments, Loans), Facility LCs or participations therein, or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Eurocurrency Commitments, Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurocurrency Loans, Commitments or Daily Eurocurrency Loans, Loans or Facility LCs or (including participations therein), or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Commitments or Daily Eurocurrency 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 such LC Issuer Issuer, as the case may beapplicable, and the result of any of the foregoing is to increase the cost to the Administrative Agent, such Person Lender or applicable Lending Installation or such LC Issuer of making or maintaining maintaining, continuing or converting its Loans (including, without limitation, any conversion of any Revolving Loan denominated in an Agreed Currency other than euro into a Revolving Loan denominated in euro) or Revolving Loan Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the amount return received by the Administrative Agent, such Person Lender or applicable Lending Installation or LC Issuer in connection with such Loans Loans, Revolving Loan Commitment or Commitment, Facility LCs or (including participations therein), then, within fifteen (15) 15 days after demand of demand, accompanied by the written statement required by Section 3.6, by the Administrative Agent, such PersonLender or LC Issuer, the Borrowers Borrower shall pay the Administrative Agent, such Person, as the case may be, Lender or LC Issuer such additional amount or amounts as will compensate the Administrative Agent, such Person Lender or LC Issuer for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 days prior to the date that such Person notifies any Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Date, there occurs If any Change in Law whichLaw: (ai) subjects any Lender or any applicable Lending Installation, the LC Issuer, or the Administrative Agent Recipient to any Taxes (taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) charges on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretothereto (other than (A) Taxes, (B) Other Taxes and (C) Excluded Taxes), or (bii) imposes or increases or deems applicable any reserve, liquidity, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency LoansEurodollar Advances), or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Revolving Loan Commitment or Eurodollar Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurocurrency Loans, Revolving Loan Commitment or Daily Eurocurrency Loans, Eurodollar Loans or Facility LCs or (including participations therein), or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Revolving Loan Commitment or Daily Eurocurrency Loans, Eurodollar 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 any LC Issuer Issuer, as the case may beapplicable, and the result of any of the foregoing is to increase the cost to the Agent, such Person Lender or applicable Lending Installation, such LC Issuer or any other Recipient of making or maintaining its Loans or Revolving Loan Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the amount return received by the Agent, such Person Lender or applicable Lending Installation, such LC Issuer or any other Recipient in connection with such Loans (in the case of clause (i), its Loans) or Revolving Loan Commitment, or Facility LCs or (including participations therein), then, within fifteen (15) days after demand of demand, accompanied by the written statement required by Section 3.6, by the Agent, such PersonLender or LC Issuer or such other Recipient, as applicable, the Borrowers Borrower shall pay the Agent, such PersonLender or LC Issuer or such other Recipient, as the case may beapplicable, such additional amount or amounts as will compensate the Agent, such Person Lender or LC Issuer for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 days prior to the date that such Person notifies any Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs any Change in Law which: (a) subjects any Lender or any applicable Lending Installation, the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, Loans or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Loans or Daily 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 as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrowers Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 270 days prior to the date that such Person notifies any the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. (a) If, on or after the Effective Datedate hereof, there occurs the adoption of any Change applicable law, rule or regulation, or any change therein, or any change in Law whichthe interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority: (ai) subjects shall subject any Lender (or any applicable its Lending Installation, the LC Issuer, or the Administrative Agent Office) to any Taxes tax, duty or other charge (other than net income tax (including branch profits tax), franchise taxes and other similar taxes) with respect to Indemnified Taxesits Eurodollar Loans, Excluded Taxesits Revolving Notes, and Other Taxesits Letter(s) on its loans, loan principal, letters of credit, commitments, or other obligationsCredit, or its depositsparticipation in any thereof, reservesany Reimbursement Obligations owed to it or its obligation to make Eurodollar Loans, issue a Letter of Credit, or to participate therein (other liabilities or capital attributable thereto, than taxes subject to Section 10.1 hereof); or (bii) imposes shall impose, modify or increases or deems deem applicable any reserve, assessment, insurance charge, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Loans any such requirement included in an applicable Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Lending Office) or shall impose on any applicable Lender (or its Lending Installation Office) or on the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency Loans), or (c) imposes interbank market any other condition (other than Taxesaffecting its Eurodollar Loans, its Revolving Notes, its Letter(s) the result of which is Credit, or its participation in any thereof, any Reimbursement Obligation owed to increase the cost it, or its obligation to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency make Eurodollar Loans, or to issue a Letter of issuing or participating in Facility LCsCredit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations to participate therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily 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 as the case may be, ; and the result of any of the foregoing is to increase the cost to such Person Lender (or its Lending Office) of making or maintaining its Loans or Commitment or of any Eurodollar Loan, issuing or maintaining a Letter of Credit, or participating in Facility LCs therein, or to reduce the amount of any sum received or receivable by such Person in connection Lender (or its Lending Office) under this Agreement or under any other Loan Document with respect thereto, by an amount deemed by such Loans or Commitment, Facility LCs or participations thereinLender to be material, then, within fifteen (15) 30 days after demand by such PersonLender (with a copy to the Administrative Agent), the Borrowers Borrower shall be obligated to pay to such Person, as the case may be, Lender such additional amount or amounts as will compensate such Person Lender for such increased cost or reduction reduction. (b) If, after the date hereof, any Lender or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in amount received. Failure the interpretation or delay on administration thereof by any Governmental Authority charged with the part interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such Person Governmental Authority has had the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 30 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (c) A certificate of a Lender claiming compensation pursuant to under this Section 3.1 8.4 and setting forth the additional amount or amounts to be paid to it hereunder shall not constitute a waiver be delivered to Borrower at the time of such Person’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 days prior to the date that such Person notifies any Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereofconclusive absent manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs the adoption of any Change 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 Law whichits interpretation or administration by any governmental or quasi-governmental authority, central bank, or comparable agency charged with its interpretation or administration thereof or compliance by any Lender or applicable banking address of the LC Issuer with any request or directive of any such authority, central bank or comparable agency: (a) subjects any Lender or any applicable Lending Installation, the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (bi) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, or similar requirement against assets of, deposits with (or for the account of), or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency Loans), Eurodollar Advances): or (cii) imposes any other condition (other than Taxes) the result of which is to increase a Lender’s cost, the interbank eurocurrency deposit market cost to any Lender or any applicable Lending Installation or the LC Issuer Issuer’s costs of making, funding or maintaining its Eurocurrency Eurodollar Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation of a Lender, the interbank eurocurrency deposit market or the LC Issuer in connection with its Eurocurrency Eurodollar Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation Lender, the interbank Eurocurrency deposit market or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Eurodollar Loans, or Daily 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 as the case may be, be and the result of any of the foregoing is to increase the cost to such Person Lender or the LC Issuer, as the case may be, of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount return received by such Person Lender, the interbank eurocurrency deposit market or the LC Issuer, as the case may be, in connection with such Loans or Eurodollar Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days after of demand by such Person, the Borrowers shall pay such PersonAdministrative Agent or the LC Issuer, as the case may be, such to Unit, the Borrowers will pay Administrative Agent for the account of the Lender or the LC Issuer, as the case may be, that additional amount or amounts as will compensate such Person the Lender or the LC Issuer, as the case may be, for such the increased cost or reduction in the amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensationreceived by it; provided that the Borrowers shall not be required to compensate a Person Lender or the LC Issuer pursuant to this Section 3.1 for any increased costs or reductions suffered incurred more than 90 365 days prior to the date that such Person Lender or the LC Issuer, as the case may be, notifies any Borrower Unit of the Change in Law change giving rise to such increased costs or reductions reduction and of such Person’s intention the Lender's or the LC Issuer's intentions to claim compensation therefor; provided further. The foregoing provisions of this Section 3.1 shall not apply to Taxes, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above which shall be extended to include the period of retroactive effect thereofgoverned exclusively by Section 3.3.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs any Change in Law which: (a) subjects any Lender or any applicable Lending Installation, the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Eurodollar Advances and Daily Eurocurrency Eurodollar Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Eurodollar Loans or Daily Eurocurrency Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Eurodollar Loans, or Daily Eurocurrency Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Eurodollar Loans, or Daily Eurocurrency 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 Person of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrowers Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 270 days prior to the date that such Person notifies any the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs any Change in Law which: (a) subjects any Lender or any applicable Lending Installation, the any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases imposes, modifies or deems applicable any reserve, assessmentspecial deposit, compulsory loan, insurance charge, special deposit charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Term SOFR Rate or the Daily Simple SOFR Rate) or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency Loans)Issuer, or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily 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 as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrowers Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 180 days prior to the date that such Person notifies any the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs any Change in Law which: (a) subjects any Lender or any applicable Lending Installation, the any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency LoansAdvances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily 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 such LC Issuer Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs or participations therein, then, within fifteen thirty (1530) days after receipt by the Borrower of written demand by such PersonPerson in accordance with Section 3.6, the Borrowers Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received, as such Person reasonably determines (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of such Person under agreements having provisions similar to this Section 3.1 after consideration of such factors as such Person then reasonably determines to be relevant). Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 270 days prior to the date that such Person notifies any the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefortherefor in accordance herewith; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs any Change in Law which: (a) subjects any Lender or any applicable Lending Installation, the LC Letter of Credit Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency LoansLetter of Credit Issuer), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Letter of Credit Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Letter of Credit Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the LC Letter of Credit Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs Letters of Credit or participations therein held or interest or LC Letter of Credit Fees received by it, by an amount deemed material by such Lender or the LC Letter of Credit Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Revolving Commitment or of issuing or participating in Facility LCs Letters of Credit or to reduce the amount received by such Person in connection with such Loans or Revolving Commitment, Facility LCs Letters of Credit or participations therein, then, within fifteen (15) days after demand by such Person, the Borrowers shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 270 days prior to the date that such Person notifies any Borrower the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Closing Date, there occurs the adoption of any Change 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 Law which:any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation 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 (other than any change by way of imposition or increase of Reserve Requirements): (ai) subjects any Lender or any applicable Lending Installation, the Installation or any LC IssuerIssuer to any Taxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes) to any Lender or any LC Issuer in respect of its Revolving Loan Commitments, and Other Taxes) on its loansLC Commitments, loan principalEurodollar Loans, letters of credit, commitments, Facility LCs or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoparticipations therein, or (bii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency LoansEurodollar Advances), or (ciii) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Revolving Loan Commitment or Eurodollar Loans or Daily Eurocurrency Loans, its LC Commitment or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurocurrency LoansRevolving Loan Commitment, LC Commitment or Daily Eurocurrency Loans, Eurodollar Loans or Facility LCs or (including participations therein), or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurocurrency LoansRevolving Loan Commitment, LC Commitment or Daily Eurocurrency Loans, Eurodollar 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 such LC Issuer Issuer, as the case may be, applicable. and the result of any of the foregoing is to increase the cost to such Person Lender or applicable Lending Installation or such LC Issuer of making or maintaining its Eurodollar Loans or Revolving Loan Commitment or LC Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the amount return received by such Person Lender or applicable Lending Installation or such LC Issuer in connection with such Eurodollar Loans or Revolving Loan Commitment, LC Commitment or Facility LCs or (including participations therein), then, within fifteen (15) 15 days after demand of demand, accompanied by the written statement required by Section 3.6, by such PersonLender or such LC Issuer, the Borrowers Borrower shall pay such Person, as the case may be, Lender or such LC Issuer such additional amount or amounts as will compensate such Person Lender or such LC Issuer for such increased cost or reduction in amount received. Failure or delay on If, upon receipt of the part 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 any such Person to demand compensation pursuant to Lender then outstanding, so long as the Borrower reimburses such Lender for its increased costs in accordance with this Section 3.1 shall not constitute a waiver 3.1, or (ii) convert all Eurodollar Loans of such Person’s right to demand such compensation; provided that all Lenders then outstanding into Floating Rate Loans in accordance with this Agreement, so long as the Borrowers shall not be required to compensate a Person pursuant to Borrower reimburses the Lenders for all of their increased costs in accordance with this Section 3.1 for any increased costs or reductions suffered more than 90 days prior to the date that such Person notifies any Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof3.1.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs any Change in Law which: (a) subjects any Lender or any applicable Lending Installation, the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, compulsory loan, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding funding, continuing, converting, or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily 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 as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making making, maintaining, continuing or maintaining converting its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrowers Borrower shall pay such Person, as the case may be, Person such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received. Failure or delay on , as the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensationcase may be; provided provided, however, that the Borrowers Borrower shall not be required to compensate a any Person pursuant to this Section 3.1 for any such increased costs cost incurred or reductions reduction suffered more than 90 days nine months prior to the date that such Person notifies any Borrower of makes the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, aforesaid demand (except that if the Change in Law giving rise to such increased costs cost or reductions reduction is retroactive, then the 90such nine-day month period referred to above shall be extended to include the period of retroactive effect thereof).

Yield Protection. If, on or after the Effective Date, there occurs If any Change in Law whichLaw: (a) subjects any Lender or any applicable Lending Installation, the LC Issuer, or the Administrative Agent Recipient to any Taxes (other than with respect to (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes, ” and Other (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency Advances) with respect to its Commitments, Loans), Facility LCs or participations therein, or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Eurocurrency Commitments, Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurocurrency Loans, Commitments or Daily Eurocurrency Loans, Loans or Facility LCs or (including participations therein), or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Commitments or Daily Eurocurrency 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 such LC Issuer Issuer, as the case may beapplicable, and the result of any of the foregoing is to increase the cost to the Administrative Agent, such Person Lender or applicable Lending Installation or such LC Issuer of making or maintaining maintaining, continuing or converting its Loans (including, without limitation, any conversion of any Revolving Loan denominated in an Agreed Currency other than euro into a Revolving Loan denominated in euro) or Revolving Loan Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the amount return received by the Administrative Agent, such Person Lender or applicable Lending Installation or LC Issuer in connection with such Loans Loans, Revolving Loan Commitment or Commitment, Facility LCs or (including participations therein), then, within fifteen (15) 15 days after demand of demand, accompanied by the written statement required by Section ‎3.6, by the Administrative Agent, such PersonLender or LC Issuer, the Borrowers Borrower shall pay the Administrative Agent, such Person, as the case may be, Lender or LC Issuer such additional amount or amounts as will compensate the Administrative Agent, such Person Lender or LC Issuer for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 days prior to the date that such Person notifies any Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs any Change in Law which: (a) subjects any Lender or any applicable Lending Installation, the any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency LoansEurocurrencySOFR Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Eurocurrency EurocurrencySOFR Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency EurocurrencySOFR Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily Eurocurrency EurocurrencySOFR 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 such LC Issuer Issuer, as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs or participations therein, then, within fifteen thirty (1530) days after receipt by the Borrower of written demand by such PersonPerson in accordance with Section 3.6, the Borrowers Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received, as such Person reasonably determines (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of such Person under agreements having provisions similar to this Section 3.1 after consideration of such factors as such Person then reasonably determines to be relevant). Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 270 days prior to the date that such Person notifies any the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefortherefor in accordance herewith; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Date, there occurs If any Change in Law whichLaw: (a) subjects any Lender or any applicable Lending Installation, the LC Issuer, or the Administrative Agent Recipient to any Taxes (other than with respect to (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes, ” and Other (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency Advances) with respect to its Revolving Loan Commitment, Loans), Facility LCs or participations therein, or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or Lender, any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Eurocurrency Revolving Loan Commitment, Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurocurrency Loans, Revolving Loan Commitment or Daily Eurocurrency Loans, Loans or Facility LCs or (including participations therein), or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Revolving Loan Commitment or Daily Eurocurrency 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 such LC Issuer Issuer, as the case may beapplicable, and the result of any of the foregoing is to increase the cost to the Administrative Agent, such Person Lender or applicable Lending Installation or such LC Issuer of making or maintaining its Loans (including, without limitation, any conversion of any Revolving Loan denominated in an Agreed Currency other than euro into a Revolving Loan denominated in euro) or Revolving Loan Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the amount return received by the Administrative Agent, such Person Lender or applicable Lending Installation or LC Issuer in connection with such Loans Loans, Revolving Loan Commitment or Commitment, Facility LCs or (including participations therein), then, within fifteen (15) 15 days after demand of demand, accompanied by the written statement required by Section 3.6, by the Administrative Agent, such PersonLender or LC Issuer, the Borrowers Borrower shall pay the Administrative Agent, such Person, as the case may be, Lender or LC Issuer such additional amount or amounts as will compensate the Administrative Agent, such Person Lender or LC Issuer for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 days prior to the date that such Person notifies any Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs any Change in Law which: (a) subjects any Lender or any applicable Lending Installation, the any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily 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 such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs or participations therein, then, within fifteen thirty (1530) days after receipt by the Borrower of written demand by such PersonPerson in accordance with Section 3.6, the Borrowers Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received, as such Person reasonably determines (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of such Person under agreements having provisions similar to this Section 3.1 after consideration of such factors as such Person then reasonably determines to be relevant). Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 days prior to the date that such Person notifies any the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefortherefor in accordance herewith; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs any Change in Law which: (a) subjects any Lender Bank or any applicable Lending Installation, the LC Issuer, or the Administrative Agent Bank to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender 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 Eurocurrency Advances and Daily Eurocurrency LoansLoans at the LIBOR Based Rate), or (c) imposes any other condition (other than Taxes) affecting this Agreement or the Loans and, in each case, the result of which is to increase the cost to any Lender Bank or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loansat the LIBOR Based Rate, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender Bank or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency LoansLoans at the LIBOR Based Rate, Facility LCs or participations therein, or requires any Lender Bank or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily Eurocurrency Loansthe Loans at the LIBOR Based Rate, 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 as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs or participations therein, (d) then such Person may notify Overstock that events or conditions have occurred that may result in such increased costs or reduction in amounts to be received (the “Event Notice”). Once the amount of the increased costs or reductions in amounts to be received is determined, thensuch Person may give notice thereof (a “Payment Notice”), and within fifteen thirty (1530) days after demand by such Personof the Payment Notice, the Borrowers Overstock shall pay such Person, as the case may be, Person such additional amount or amounts as will compensate such Person for the such increased cost costs or reduction reductions in amount amounts to be received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers Overstock shall not be required to compensate a such Person pursuant to this Section 3.1 1.28 for any increased costs or reductions suffered more than 90 days prior to the date that such Person notifies sends the Event Notice. The method of determining any Borrower amount payable to such Person under this Section 1.28 shall be substantially similar to the method used by such Person in implementing similar provisions for similarly situated borrowers and extensions of credit. Such Person shall provide to Overstock a statement of the Change in Law giving rise to amount and basis of calculation of any such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change reduction in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereofreturn.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs the adoption of any Change law or any rule, regulation, policy, guideline or directive by a Governmental Authority, or any change in Law whichthe interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or the LC Issuer with any request or directive of any such Governmental Authority, central bank or comparable agency: (a) subjects any Lender or any applicable Lending Installation, Installation or the LC IssuerIssuer to any Taxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes) to any Lender or the LC Issuer in respect of its Eurocurrency Loans, and Other Taxes) on its loans, loan principal, letters of credit, commitments, Facility LCs or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoparticipations therein, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency LoansAdvances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily 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 as the case may be, and the result of any of the foregoing is to increase the cost to such Person Lender or applicable Lending Installation or the LC Issuer, as the case may be, of making or maintaining its Eurocurrency Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount return received by such Person Lender or applicable Lending Installation or the LC Issuer, as the case may be, in connection with such Loans or Eurocurrency Loans, Commitment, Facility LCs or participations therein, then, within fifteen (15) 15 days after of demand by such PersonLender, or the LC Issuer, as the case may be, the Borrowers Borrower shall pay such PersonLender or the LC Issuer, as the case may be, such additional amount or amounts as will compensate such Person Lender or the LC Issuer, as the case may be, for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 days prior to the date that such Person notifies any Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs the ---------------- adoption of any Change 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 Law whichthe interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (a) subjects any Lender or any applicable Lending Installation, the LC IssuerInstallation to any Taxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on to any Lender in respect of its loans, loan principal, letters of credit, commitments, or other obligations, Eurodollar Loans or its deposits, reserves, other liabilities or capital attributable theretointerest in the Facility Letters of Credit, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency LoansEurodollar Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Eurodollar Loans or Daily Eurocurrency Loans, or issuing Facility Letters of issuing or participating in Facility LCs, Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, Eurodollar Loans or Daily Eurocurrency Loans, any Facility LCs or participations thereinLetter of Credit, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily Eurocurrency LoansEurodollar Loans held, Facility LCs Letters of Credit issued or participations therein held participated in or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may beLender, and the result of any of the foregoing is to increase the cost to such Person Lender or applicable Lending Installation of making or maintaining its Eurodollar Loans or Commitment or its interest in the Facility Letters of issuing or participating in Facility LCs or Credit to reduce the amount return received by such Person Lender or applicable Lending Installation in connection with such Eurodollar Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) days after of demand by such PersonLender, the Borrowers Borrower shall pay such Person, as the case may be, Lender such additional amount or amounts as will compensate such Person Lender for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 days prior to the date that such Person notifies any Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs any Change in Law which: (a) subjects any Lender or any applicable Lending Installation, the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency LoansAdvances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily 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 as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Revolving Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Revolving Commitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrowers Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 180 days prior to the date that such Person notifies any the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs any Change in Law which: (a) subjects any Lender or any applicable Lending Installation, the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, compulsory loan, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Eurodollar Advances and Daily Eurocurrency Eurodollar Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding funding, continuing, converting, or maintaining its Eurocurrency Eurodollar Loans or Daily Eurocurrency Eurodollar Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Eurodollar Loans, or Daily Eurocurrency Eurodollar Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Eurodollar Loans, or Daily Eurocurrency 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 Person of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrowers Borrower shall pay such Person, as the case may be, Person such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received. Failure or delay on , as the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensationcase may be; provided provided, however, that the Borrowers Borrower shall not be required to compensate a any Person pursuant to this Section 3.1 for any such increased costs cost incurred or reductions reduction suffered more than 90 days nine months prior to the date that such Person notifies any Borrower of makes the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, aforesaid demand (except that if the Change in Law giving rise to such increased costs cost or reductions reduction is retroactive, then the 90such nine-day month period referred to above shall be extended to include the period of retroactive effect thereof).

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs any Change in Law which: (a) a. subjects any Lender or any applicable Lending Installation, the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) b. imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency Loans)Issuer, or (c) c. imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily 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 as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Revolving Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Revolving Commitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrowers Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 180 days prior to the date that such Person notifies any the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs any Change in Law which: (a) subjects any Lender or any applicable Lending Installation, the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily 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 as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrowers Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 days prior to the date that such Person notifies any Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs any Change in Law which: (a) subjects any Lender or any applicable Lending Installation, the LC IssuerIssuing Lender, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer Issuing Lender (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency LIBOR Rate Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer Issuing Lender of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency LIBOR Rate Loans, or of issuing or participating in Facility LCsLetters of Credit, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer Issuing Lender in connection with its Eurocurrency LIBOR Rate Loans, or Daily Eurocurrency Loans, Facility LCs Letters of Credit or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer Issuing Lender to make any payment calculated by reference to the amount of Eurocurrency LIBOR Rate Loans, or Daily Eurocurrency 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 the LC Issuer Issuing Lender as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs Letters of Credit or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs Letters of Credit or participations therein, then, within fifteen (15) days after demand by such Person, the Borrowers Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 3.01 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Person pursuant to this Section 3.1 3.01 for any increased costs or reductions (i) except to the extent such Person has demanded, or intends to demand, such compensation from other similarly situated borrowers, and (ii) suffered more than 90 270 days prior to the date that such Person notifies any the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90270-day period referred to in (ii) above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs any Change in Law which: (a) subjects any Lender or any applicable Lending Installation, the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit deposit, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Term SOFR Advances and Daily Eurocurrency Term SOFR Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Term SOFR Loans or Daily Eurocurrency Term SOFR Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Term SOFR Loans, or Daily Eurocurrency Term SOFR Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Term SOFR Loans, or Daily Eurocurrency Term SOFR Loans, Facility LCs or participations therein held or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrowers Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 270 days prior to the date that such Person notifies any the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Date, there occurs If any Change in Law whichLaw: (a) subjects any Lender or any applicable Lending Installation, the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (bi) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency LoansEurodollar Advances), or; (cii) imposes any other condition (other than Taxestaxes, which are addressed in clause (iii) below) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Revolving Loan Commitment or Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, Revolving Loan Commitment or Daily Eurocurrency Loans, Loans or Facility LCs or (including participations therein), or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Revolving Loan Commitment or Daily Eurocurrency 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 Issuer, as the case may beapplicable; or (iii) subjects any Recipient to any taxes (other than (A) Taxes, (B) Other Taxes, (C) Excluded Taxes or (D) Other Connection Taxes on gross or net income, profits or revenue (including value-added or similar taxes)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost to such Person Lender or applicable Lending Installation, the LC Issuer or any other Recipient of making or maintaining its Loans (in the case of the preceding clauses (i) or (ii)) or Revolving Loan Commitment or of issuing or participating in Facility LCs LCs, as applicable, or to reduce the amount return received by such Person Lender or applicable Lending Installation, the LC Issuer or any other Recipient in connection with such Loans or Commitment, Revolving Loan Commitment or Facility LCs or (including participations therein), then, within fifteen (15) days after demand of demand, accompanied by the written statement required by Section 3.6, by such PersonLender, the Borrowers LC Issuer or such other Recipient, as applicable, the Borrower shall pay such PersonLender, the LC Issuer or such other Recipient, as the case may beapplicable, such additional amount or amounts as will compensate such Person Lender, the LC Issuer or such other Recipient, as applicable, for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 days prior to the date that such Person notifies any Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs any Change in Law which: (a) subjects any Lender or any applicable Lending Installation, the any LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency Loans), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the any LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the any LC Issuer in connection with its Eurocurrency Loans, or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the any LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily 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 such LC Issuer as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrowers Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 days prior to the date that such Person notifies any Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs any Change in Law which: : (a) subjects any Lender or any applicable Lending Installation, the LC Issuer, or the Administrative Agent to any Taxes (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or ; or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency Loans), or ; or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Loans or Daily Eurocurrency Loans, or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, Loans or Daily Eurocurrency Loans, Facility LCs or participations therein, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, Loans or Daily 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 as the case may be, and the result of any of the foregoing is to increase the cost to such Person of making or maintaining its Loans or Commitment or of issuing or participating in Facility LCs or to reduce the amount received by such Person in connection with such Loans or Commitment, Facility LCs or participations therein, then, within fifteen (15) days after demand by such Person, the Borrowers Borrower shall pay such Person, as the case may be, such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers Borrower shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 270 days prior to the date that such Person notifies any Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Yield Protection. If, on or after the Effective Datedate of this Agreement, there occurs the adoption of any Change 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 Law whichthe interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (a) subjects any Lender or any applicable Lending Installation, the LC IssuerInstallation to any Taxes, or changes the Administrative Agent to any Taxes basis of taxation of payments (other than with respect to Indemnified Taxes, Excluded Taxes, and Other Taxes) on to any Lender in respect of its loans, loan principal, letters of credit, commitments, or other obligations, Eurodollar Loans or its deposits, reserves, other liabilities or capital attributable theretointerest in the Facility Letters of Credit, or (b) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or the LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurocurrency Advances and Daily Eurocurrency LoansEurodollar Advances), or (c) imposes any other condition (other than Taxes) the result of which is to increase the cost to any Lender or any applicable Lending Installation or the LC Issuer of making, funding or maintaining its Eurocurrency Eurodollar Loans or Daily Eurocurrency Loans, or issuing Facility Letters of issuing or participating in Facility LCs, Credit or reduces any amount receivable by any Lender or any applicable Lending Installation or the LC Issuer in connection with its Eurocurrency Loans, Eurodollar Loans or Daily Eurocurrency Loans, any Facility LCs or participations thereinLetter of Credit, or requires any Lender or any applicable Lending Installation or the LC Issuer to make any payment calculated by reference to the amount of Eurocurrency Loans, or Daily Eurocurrency LoansEurodollar Loans held, Facility LCs Letters of Credit issued or participations therein held participated in or interest or LC Fees received by it, by an amount deemed material by such Lender or the LC Issuer as the case may beLender, and the result of any of the foregoing is to increase the cost to such Person Lender or applicable Lending Installation of making or maintaining its Eurodollar Loans or Commitment or its interest in the Facility Letters of issuing or participating in Facility LCs Credit or to reduce the amount return received by such Person Lender or applicable Lending Installation in connection with such Eurodollar Loans or Commitment, Facility LCs or participations thereinCommitment in either case by an amount which such Lender deems to be material, then, within fifteen (15) days after of demand by such PersonLender, the Borrowers Borrower shall pay such Person, as the case may be, Lender such additional amount or amounts as will compensate such Person Lender for such increased cost or reduction in amount received. Failure or delay on the part of any such Person to demand compensation pursuant to this Section 3.1 shall not constitute a waiver of such Person’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Person pursuant to this Section 3.1 for any increased costs or reductions suffered more than 90 days prior to the date that such Person notifies any Borrower of the Change in Law giving rise to such increased costs or reductions and of such Person’s intention to claim compensation therefor; provided further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof.