Common use of Expenses; Documentary Taxes Clause in Contracts

Expenses; Documentary Taxes. Indemnification 48 Section 9.04. Sharing of Set-offs 48 Section 9.05. Amendments and Waivers 49 Section 9.06. Successors and Assigns 49 Section 9.07. Collateral 51 Section 9.08. Governing Law 51 Section 9.09. Counterparts; Integration 51 Section 9.10. Several Obligations 52 Section 9.11. Severability 52 Section 9.12. Confidentiality 52 Section 9.13. WAIVER OF JURY TRIAL 52 Section 9.14. USA Patriot Act 53 Section 9.15. ICC Transactions 53 Schedules Commitment Schedule Schedule 5.03 (a) Non-GAAP Subsidiaries Schedule 9.15 ICC Transactions Exhibits Exhibit A - Form of Note Exhibit B-1 and Exhibit B-2 - Forms of RUS Guarantee Exhibit C - Opinion of General Counsel for the Borrower Annex A to Exhibit C - Legal Actions Annex B to Exhibit C - Subsidiaries and Joint Ventures Exhibit D - Assignement and Assumption Agreement TERM LOAN CREDIT AGREEMENT TERM LOAN CREDIT AGREEMENT dated as of January 21, 2009, among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a not-for-profit cooperative association incorporated under the laws of the District of Columbia, as Borrower, the BANKS listed on the signature pages hereof, THE BANK OF NOVA SCOTIA, as Administrative Agent, U.S. BANK, N.A., as Syndication Agent, and KEYBANK NATIONAL ASSOCIATION, as Documentation Agent. The parties hereto agree as follows:

Expenses; Documentary Taxes. Indemnification 48 80 Section 9.04. Sharing of Set-offs 48 81 Section 9.05. Amendments and Waivers 49 81 Section 9.06. Successors and Assigns 49 82 Section 9.07. Collateral 51 85 Section 9.08. Governing Law 51 85 Section 9.09. Counterparts; Integration 51 85 Section 9.10. Several Obligations 52 85 Section 9.11. Severability 52 86 Section 9.12. Confidentiality 52 86 Section 9.13. WAIVER OF JURY TRIAL 52 86 Section 9.14. USA Patriot Act 53 86 Section 9.15. ICC Transactions 53 87 (NY) 27011/233/CA/RBS.CA.doc Schedules Agent Schedule Commitment Schedule Pricing Schedule 5.03 (aSchedule 5.03(a) Non-GAAP Subsidiaries Schedule 9.15 ICC Transactions Exhibits Exhibit A - Form of Note Exhibit Exhibits B-1 and Exhibit B-2 - Forms of RUS Guarantee Exhibit C - Money Market Quote Request Exhibit D - Invitation for Money Market Quotes Exhibit E - Money Market Quote Exhibit F - Opinion of General Counsel for the Borrower Annex A to Exhibit C - Legal Actions Annex B to Exhibit C - Subsidiaries and Joint Ventures Exhibit D G - Assignement Assignment and Assumption Agreement TERM LOAN Exhibit H - U.S. Tax Certificates (NY) 27011/233/CA/JPM.CA.doc REVOLVING CREDIT AGREEMENT TERM LOAN REVOLVING CREDIT AGREEMENT dated as of January October 21, 20092011, among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a not-for-profit cooperative association incorporated under the laws of the District of Columbia, as Borrower, the BANKS listed on the signature pages hereof, THE BANK OF NOVA SCOTIAJPMORGAN CHASE BANK, N.A., as Administrative AgentAgent and as Initial Issuing Bank for the Letters of Credit issued or to be issued pursuant to this Agreement, U.S. BANK, N.A.THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agent, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., KEYBANK NATIONAL ASSOCIATIONASSOCIATION and ROYAL BANK OF CANADA, as Co-Documentation AgentAgents. The parties hereto agree as follows:

Expenses; Documentary Taxes. Indemnification 48 54 Section 9.04. Sharing of Set-offs 48 55 Section 9.05. Amendments and Waivers 49 56 Section 9.06. Successors and Assigns 49 56 Section 9.07. Collateral 51 58 Section 9.08. Governing Law 51 58 Section 9.09. Counterparts; Integration 51 58 Section 9.10. Several Obligations 52 58 Section 9.11. Severability 52 58 Section 9.12. Confidentiality 52 Waiver/Notice 58 Section 9.13. Confidentiality 59 Section 9.14. WAIVER OF JURY TRIAL 52 Section 9.14. USA Patriot Act 53 Section 9.15. ICC Transactions 53 Schedules Commitment 59 Pricing Schedule Schedule 5.03 (a) Non-GAAP Subsidiaries I - Agent Schedule 9.15 ICC Transactions Exhibits Exhibit A - Form of Note Exhibit B-1 and Exhibit B-2 B - Forms of RUS Guarantee Exhibit C - Money Market Quote Request Exhibit D - Invitation for Money Market Quotes Exhibit E - Money Market Quote Exhibit F - Opinion of General Counsel for the Borrower Annex A to Exhibit C - Legal Actions Annex B to Exhibit C F - Subsidiaries and Joint Ventures Exhibit D G - Assignement Opinion of Special Counsel for the Agent Exhibit H - Extension Agreement Exhibit I - Assignment and Assumption Agreement TERM LOAN REVOLVING CREDIT AGREEMENT TERM LOAN REVOLVING CREDIT AGREEMENT dated as of January 21August 8, 2009, 2001 among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a not-for-profit cooperative association incorporated under the laws of the District of Columbia, as Borrower, the BANKS listed on the signature pages hereof, THE BANK OF NOVA SCOTIA, as Administrative Agent, U.S. BANKBANK ONE, N.A., and ABN AMRO BANK N.V., as Co-Documentation Agents, BANC OF AMERICA SECURITIES LLC, as Syndication Agent, and KEYBANK NATIONAL ASSOCIATIONTHE CHASE MANHATTAN BANK, as Documentation Administrative Agent. The parties hereto agree as follows:

Expenses; Documentary Taxes. Indemnification 48 55 Section 9.04. Sharing of Set-offs 48 56 Section 9.05. Amendments and Waivers 49 56 Section 9.06. Successors and Assigns 49 57 Section 9.07. Collateral 51 59 Section 9.08. Governing Law 51 59 Section 9.09. Counterparts; Integration 51 60 Section 9.10. Several Obligations 52 60 Section 9.11. Severability 52 60 Section 9.12. Confidentiality 52 60 Section 9.13. WAIVER OF JURY TRIAL 52 61 Section 9.14. USA Patriot Act 53 61 Section 9.15. ICC Transactions 53 61 Schedules Agent Schedule Commitment Schedule Pricing Schedule Schedule 5.03 (a) Non-GAAP Subsidiaries Schedule 9.15 ICC Transactions Exhibits Exhibit A - Form of Note Exhibit B-1 and Exhibit B-2 - Forms of RUS Guarantee Exhibit C - Money Market Quote Request Exhibit D - Invitation for Money Market Quotes Exhibit E - Money Market Quote Exhibit F - Opinion of General Counsel for the Borrower Annex A to Exhibit C - Legal Actions Annex B to Exhibit C - Subsidiaries and Joint Ventures Exhibit D G - Assignement Assignements and Assumption Agreement TERM LOAN Request REVOLVING CREDIT AGREEMENT TERM LOAN REVOLVING CREDIT AGREEMENT dated as of January 21March 13, 2009, among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a not-for-profit cooperative association incorporated under the laws of the District of Columbia, as Borrower, the BANKS listed on the signature pages hereof, THE BANK OF NOVA SCOTIA, as Administrative Agent, U.S. BANK, N.A.THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agent, and KEYBANK NATIONAL ASSOCIATIONDEUTSCHE BANK SECURITIES INC., UBS LOAN FINANCE LLC and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Co-Documentation AgentAgents. The parties hereto agree as follows:

Expenses; Documentary Taxes. Indemnification 48 71 Section 9.04. Sharing of Set-offs 48 72 Section 9.05. Amendments and Waivers 49 72 Section 9.06. Successors and Assigns 49 73 Section 9.07. Collateral 51 75 Section 9.08. Governing Law 51 75 Section 9.09. Counterparts; Integration 51 76 Section 9.10. Several Obligations 52 76 Section 9.11. Severability 52 76 Section 9.12. Confidentiality 52 76 Section 9.13. WAIVER OF JURY TRIAL 52 77 Section 9.14. USA Patriot Act 53 77 Section 9.15. ICC Transactions 53 77 Schedules Agent Schedule Commitment Schedule Pricing Schedule Schedule 5.03 (a) Non-GAAP Subsidiaries Schedule 9.15 ICC Transactions Exhibits Exhibit A - Form of Note Exhibit B-1 and Exhibit B-2 - Forms of RUS Guarantee Exhibit C - Money Market Quote Request Exhibit D - Invitation for Money Market Quotes Exhibit E - Money Market Quote Exhibit F - Opinion of General Counsel for the Borrower Annex A to Exhibit C - Legal Actions Annex B to Exhibit C - Subsidiaries and Joint Ventures Exhibit D G - Assignement Assignment and Assumption Agreement TERM LOAN Request REVOLVING CREDIT AGREEMENT TERM LOAN REVOLVING CREDIT AGREEMENT dated as of January 21March 10, 20092010, among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a not-for-profit cooperative association incorporated under the laws of the District of Columbia, as Borrower, the BANKS listed on the signature pages hereof, THE BANK OF NOVA SCOTIA, as Administrative AgentAgent and as Initial Issuing Bank for the letters of credit issued or to be issued pursuant to this Agreement, U.S. BANK, N.A.THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agent, and KEYBANK ROYAL BANK OF CANADA, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation AgentAgents. The parties hereto agree as follows:

Expenses; Documentary Taxes. Indemnification 48 58 Section 9.04. Sharing of Set-offs 48 59 Section 9.05. Amendments and Waivers 49 60 Section 9.06. Successors and Assigns 49 60 Section 9.07. Collateral 51 61 Section 9.08. Managing Agents; Co-Agents 62 Section 9.09. Governing Law 51 62 Section 9.099.10. Counterparts; Integration 51 62 Section 9.109.11. Several Obligations 52 Section 9.11. Severability 52 62 Section 9.12. Confidentiality 52 Severability 62 Section 9.13. WAIVER OF JURY TRIAL 52 Section 9.14. USA Patriot Act 53 Section 9.15. ICC Transactions 53 Schedules Commitment Waiver/Appointment Notice 62 Schedule I - Agent Schedule 5.03 (a) Non-GAAP Subsidiaries Schedule 9.15 ICC Transactions Exhibits Exhibit A - Form of Note Exhibit B-1 and Exhibit B-2 B - Forms of RUS Guarantee Exhibit C - Money Market Quote Request Exhibit D - Invitation for Money Market Quotes Exhibit E - Money Market Quote Exhibit F - Opinion of General Counsel for the Borrower Annex A to Exhibit C - Legal Actions Annex B to Exhibit C F - Subsidiaries and Joint Ventures Exhibit D G - Assignement Opinion of Special Counsel for the Borrower Exhibit H - Opinion of Special Counsel for the Agent Exhibit I - Extension Agreement Exhibit J - Assignment and Assumption Agreement TERM LOAN REVOLVING CREDIT AGREEMENT TERM LOAN REVOLVING CREDIT AGREEMENT dated as of January 21September 29, 2009, 1999 among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a not-for-profit cooperative association incorporated under the laws of the District of Columbia, as Borrower, the BANKS listed on the signature pages hereof, THE BANK OF NOVA SCOTIASCOTIA and THE FIRST NATIONAL BANK ONE, N.A., as Administrative AgentCo-Documentation Agents, U.S. BANKBANK OF AMERICA, N.A., as Syndication Agent, and KEYBANK NATIONAL ASSOCIATIONTHE CHASE MANHATTAN BANK, as Documentation Administrative Agent. The parties hereto agree as follows:

Expenses; Documentary Taxes. Indemnification 48 53 Section 9.04. Sharing of Set-offs 48 54 Section 9.05. Amendments and Waivers 49 54 Section 9.06. Successors and Assigns 49 55 Section 9.07. Collateral 51 56 Section 9.08. Governing Law 51 56 Section 9.09. Counterparts; Integration 51 57 Section 9.10. Several Obligations 52 57 Section 9.11. Severability 52 57 Section 9.12. Confidentiality 52 57 Section 9.13. WAIVER OF JURY TRIAL 52 58 Section 9.14. USA Patriot Act 53 Section 9.15. ICC Transactions 53 58 Schedules Agent Schedule Commitment Schedule Pricing Schedule 5.03 (aSchedule 5.03(a) Non-GAAP Subsidiaries Schedule 9.15 ICC Transactions Exhibits Exhibit A - Form of Note Exhibit B-1 and Exhibit B-2 - Forms of RUS Guarantee Exhibit C - Money Market Quote Request Exhibit D - Invitation for Money Market Quotes Exhibit E - Money Market Quote Exhibit F - Opinion of General Counsel for the Borrower Annex A to Exhibit C - Legal Actions Annex B to Exhibit C F - Subsidiaries and Joint Ventures Exhibit D G - Assignement Opinion of Special Counsel for the Administrative Agent Exhibit H - Extension Agreement Exhibit I - Assignment and Assumption Agreement TERM LOAN CREDIT AGREEMENT TERM LOAN CREDIT AGREEMENT dated as of January 21, 2009, among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a not-for-profit cooperative association incorporated under the laws of the District of Columbia, as Borrower, the BANKS listed on the signature pages hereof, THE BANK OF NOVA SCOTIA, as Administrative Agent, U.S. BANK, N.A., as Syndication Agent, and KEYBANK NATIONAL ASSOCIATION, as Documentation Agent. The parties hereto agree as follows:Agreement

Expenses; Documentary Taxes. Indemnification 48 81 Section 9.04. Sharing of Set-offs 48 82 Section 9.05. Amendments and Waivers 49 82 Section 9.06. Successors and Assigns 49 83 Section 9.07. Collateral 51 86 Section 9.08. Governing Law 51 86 Section 9.09. Counterparts; Integration 51 87 Section 9.10. Several Obligations 52 87 Section 9.11. Severability 52 87 Section 9.12. Confidentiality 52 87 Section 9.13. WAIVER OF JURY TRIAL 52 88 Section 9.14. USA Patriot Act 53 88 Section 9.15. ICC Transactions 53 88 (NY) 27011/233/CA/RBS.CA.doc Schedules Agent Schedule Commitment Schedule Pricing Schedule 5.03 (aSchedule 2.01 Existing Letters of Credit Schedule 5.03(a) Non-GAAP Subsidiaries Schedule 9.15 ICC Transactions Exhibits Exhibit A - Form of Note Exhibit Exhibits B-1 and Exhibit B-2 - Forms of RUS Guarantee Exhibit C - Money Market Quote Request Exhibit D - Invitation for Money Market Quotes Exhibit E - Money Market Quote Exhibit F - Opinion of General Counsel for the Borrower Annex A to Exhibit C - Legal Actions Annex B to Exhibit C - Subsidiaries and Joint Ventures Exhibit D G - Assignement Assignment and Assumption Agreement TERM LOAN Exhibit H - U.S. Tax Certificates (NY) 27011/233/CA/RBS.CA.doc REVOLVING CREDIT AGREEMENT TERM LOAN REVOLVING CREDIT AGREEMENT dated as of January October 21, 20092011, among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a not-for-profit cooperative association incorporated under the laws of the District of Columbia, as Borrower, the BANKS listed on the signature pages hereof, THE ROYAL BANK OF NOVA SCOTIASCOTLAND PLC, as Administrative AgentAgent and as Initial Issuing Bank for the Letters of Credit issued or to be issued pursuant to this Agreement, U.S. JPMORGAN CHASE BANK, N.A., as Syndication Agent, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., KEYBANK NATIONAL ASSOCIATIONASSOCIATION and ROYAL BANK OF CANADA, as Co-Documentation AgentAgents. The parties hereto agree as follows: