Common use of Increased Costs and Reduced Return Clause in Contracts

Increased Costs and Reduced Return. If on or after the date hereof, in the case of any Loan or any obligation to make Loans, the adoption of or any change in any applicable Law or in the interpretation or application thereof applicable to any Lender (or its Applicable Lending Office), or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of Law) from any central bank or other Governmental Authority, in each case made subsequent to the Effective Date (or, if later, the date on which such Lender becomes a Lender): shall subject such Lender (or its Applicable Lending Office) to any tax of any kind whatsoever with respect to any Eurocurrency Loans made by it or any of its Notes or its obligation to make Eurocurrency Loans, or change the basis of taxation of payments to such Lender (or its Applicable Lending Office) in respect thereof (except for (A) Taxes and Other Taxes covered by Section 3.01 (including Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.01(d)) and (B) changes in taxes measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender or its Applicable Lending Office, branch or any affiliate thereof)); shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in the determination of the Eurocurrency Rate hereunder; or shall impose on such Lender (or its Applicable Lending Office) any other condition (excluding any tax of any kind whatsoever); and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing or maintaining any Eurocurrency Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to Xxxxxxxxx from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or reduced amount receivable. If any Lender shall have determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable Law, regarding capital adequacy, or compliance by such Lender, or its parent corporation, with any request or directive regarding capital adequacy (whether or not having the force of Law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender, or its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from such Lender to Xxxxxxxxx, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such reduction. Each determination by any such Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto; provided, that if any Lender receives a rebate of any amount for which it had received compensation from the Borrower pursuant to subsection (a) or subsection (b) of this Section 3.04, any such Lender shall promptly remit any such rebated amount to the Borrower. A certificate of each Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same. Promptly after any Lender becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section, such Lender shall notify Xxxxxxxxx thereof. Failure on the part of any Lender so to notify Xxxxxxxxx or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Increased Costs and Reduced Return. If 2.11.1 If, on or after the date hereof, in the case of any Loan or any obligation to make Loans, the adoption of any applicable law, rule or regulation, or any change in any applicable Law law, rule or regulation, or any change in the interpretation or application administration thereof applicable to any Lender (or its Applicable Lending Office), or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of Law) from any central bank or other Governmental Authority, in each case made subsequent to the Effective Date (or, if later, the date on which such Lender becomes a Lender): shall subject such Lender (or its Applicable Lending Office) to any tax of any kind whatsoever with respect to any Eurocurrency Loans made by it or any of its Notes or its obligation to make Eurocurrency Loans, or change the basis of taxation of payments to such Lender (or its Applicable Lending Office) in respect thereof (except for (A) Taxes and Other Taxes covered by Section 3.01 (including Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.01(d)) and (B) changes in taxes measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender or its Applicable Lending Office, branch or any affiliate thereof)); shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in the determination of the Eurocurrency Rate hereunder; or shall impose on such Lender (or its Applicable Lending Office) any other condition (excluding any tax of any kind whatsoever); and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing or maintaining any Eurocurrency Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to Xxxxxxxxx from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or reduced amount receivable. If any Lender shall have determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Short Term Trade Series Holder (or its Holding Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) shall subject any Short Term Trade Series Holder (or its Holding Office) to any tax, duty or other charge with respect to one or more of its Short Term Trade Series Notes, or shall change the basis of taxation of payments to any Short Term Trade Series Holder (or its Holding Office) of the principal of or interest on its Short Term Trade Series Notes or any other amounts due under this Indenture or any Short Term Trade Series Notes, except for the introduction of, or changes in the rate of, tax on the overall net income of such Short Term Trade Series Holder (or its Holding Office), or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such Short Term Trade Series Holder is organized (or in which such Short Term Trade Series Holder's Holding Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System and minimum reserve requirements of the European Central Bank but excluding any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Short Term Trade Series Holder (or its Holding Office) or shall impose on any Short Term Trade Series Holder (or its Holding Office) or the London interbank market any other condition affecting the purchasing, owning, holding or maintaining of any one or more Short Term Trade Series Notes by such Short Term Trade Series Holder (or its Holding Office) and the result of any of the foregoing is to increase the cost to such Short Term Trade Series Holder (or its Holding Office) or any holding company of which such Short Term Trade Series Holder is a subsidiary) of purchasing, owning, holding or maintaining any one or more of its Short Term Trade Series Notes, or to reduce the amount of any sum received or receivable by such Short Term Trade Series Holder (or its Holding Office) under the Indenture and any one or more of its Short Term Trade Series Notes, by an amount deemed by such Short Term Trade Series Holder to be material (excluding, for purposes of this Section 2.11.1 any increased costs or any reductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.8), then, promptly upon demand by such Short Term Trade Series Holder (with a copy to the New Notes Administrative Agent and the Calculation Agent), which demand shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such increase or reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have done so under any other provision of the Indenture, pay to such Short Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Short Term Trade Series Holder (or any holding company of which such Short Term Trade Series Holder is a subsidiary) for such increased cost or reduction. 2.11.2 If, on or after the date hereof, any Short Term Trade Series Holder shall determine that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration ofthereof by any Governmental Authority, any applicable Law, regarding capital adequacycentral bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender, or its parent corporation, with any request or directive regarding capital adequacy (whether or not having the force of Lawlaw) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital of any Short Term Trade Series Holder (or parent corporation'sany holding company of which such Short Term Trade Series Holder is a subsidiary) capital or assets as a consequence of its commitments such Short Term Trade Series Holder's purchasing, owning, maintaining or obligations hereunder holding any Short Term Trade Series Notes to a level below that which such Lender, Short Term Trade Series Holder (or its parent corporation, any holding company of which such Short Term Trade Series Holder is a subsidiary) could have achieved but for such adoption, effectivenesschange, change request or compliance directive (taking into consideration such Lender's (or parent corporation's) its policies with respect to capital adequacy) by an amount deemed by such Short Term Trade Series Holder to be material, then from time to time, promptly upon demand by such Short Term Trade Series Holder (with a copy to the New Notes Administrative Agent), then, upon notice from which demand shall be accompanied by a certificate of such Lender Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to Xxxxxxxxxsuch reduction, the Borrower amount of the claim and the calculation thereof (and which certificate shall be obligated conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have already done so under any other provision of the Indenture, pay to such Lender Short Term Trade Series Holder such additional amount or amounts as will will, without duplication, compensate such Lender on an after-tax basis Short Term Trade Series Holder (after taking into account applicable deductions and credits in respect or any holding company of the amount indemnifiedwhich such Short Term Trade Series Holder is a subsidiary) for such reduction. 2.11.3 Each Short Term Trade Series Holder will promptly notify the Issuer, the New Notes Administrative Agent and the Calculation Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Short Term Trade Series Holder to compensation pursuant to this Section 2.11. Each determination Short Term Trade Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.11, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize or eliminate the requirement of such compensation by transferring its Short Term Trade Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Short Term Trade Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Term Trade Series Holder; provided that no Short Term Trade Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Lender Short Term Trade Series Holder or the reasons therefor. A certificate of amounts owing any Short Term Trade Series Holder claiming compensation under this Section shall2.11 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest error, . 2.11.4 The Issuer shall not be conclusive and binding on the parties hereto; provided, that if any Lender receives required to compensate a rebate of any amount for which it had received compensation from the Borrower pursuant to subsection (a) or subsection (b) of Short Term Trade Series Holder as provided by this Section 3.04, any such Lender shall promptly remit any such rebated amount to 2.11 if the Borrower. A certificate of each Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same. Promptly after any Lender becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section, such Lender shall notify Xxxxxxxxx thereof. Failure on the part of any Lender so to notify Xxxxxxxxx or to demand compensation for any increased costs cost or reduction in respect of which such claim for additional amounts received arises results solely from a requirement which is applicable to the relevant Short Term Trade Series Holder by reason of its financial condition or receivable or reduction assets and which is not of general application to similar persons of a similar type in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender regardless of any possible contention of similar circumstances in the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposedsame jurisdiction.

Increased Costs and Reduced Return. If 2.11.1 If, on or after the date hereof, in the case of any Loan or any obligation to make Loans, the adoption of any applicable law, rule or regulation, or any change in any applicable Law law, rule or regulation, or any change in the interpretation or application administration thereof applicable to any Lender (or its Applicable Lending Office), or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of Law) from any central bank or other Governmental Authority, in each case made subsequent to the Effective Date (or, if later, the date on which such Lender becomes a Lender): shall subject such Lender (or its Applicable Lending Office) to any tax of any kind whatsoever with respect to any Eurocurrency Loans made by it or any of its Notes or its obligation to make Eurocurrency Loans, or change the basis of taxation of payments to such Lender (or its Applicable Lending Office) in respect thereof (except for (A) Taxes and Other Taxes covered by Section 3.01 (including Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.01(d)) and (B) changes in taxes measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender or its Applicable Lending Office, branch or any affiliate thereof)); shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in the determination of the Eurocurrency Rate hereunder; or shall impose on such Lender (or its Applicable Lending Office) any other condition (excluding any tax of any kind whatsoever); and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing or maintaining any Eurocurrency Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to Xxxxxxxxx from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or reduced amount receivable. If any Lender shall have determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Long Term Trade Series Holder (or its Holding Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) shall subject any Long Term Trade Series Holder (or its Holding Office) to any tax, duty or other charge with respect to one or more of its Long Term Trade Series Notes, or shall change the basis of taxation of payments to any Long Term Trade Series Holder (or its Holding Office) of the principal of or interest on its Long Term Trade Series Notes or any other amounts due under this Indenture or any Long Term Trade Series Notes, except for the introduction of, or changes in the rate of, tax on the overall net income of such Long Term Trade Series Holder (or its Holding Office), or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such Long Term Trade Series Holder is organized (or in which such Long Term Trade Series Holder's Holding Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System and minimum reserve requirements of the European Central Bank but excluding any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Long Term Trade Series Holder (or its Holding Office) or shall impose on any Long Term Trade Series Holder (or its Holding Office) or the London interbank market any other condition affecting the purchasing, owning, holding or maintaining of any one or more Long Term Trade Series Notes by such Long Term Trade Series Holder (or its Holding Office) and the result of any of the foregoing is to increase the cost to such Long Term Trade Series Holder (or its Holding Office) or any holding company of which such Long Term Trade Series Holder is a subsidiary) of purchasing, owning, holding or maintaining any one or more of its Long Term Trade Series Notes, or to reduce the amount of any sum received or receivable by such Long Term Trade Series Holder (or its Holding Office) under the Indenture and any one or more of its Long Term Trade Series Notes, by an amount deemed by such Long Term Trade Series Holder to be material (excluding, for purposes of this Section 2.11.1 any increased costs or any reductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.8), then, promptly upon demand by such Long Term Trade Series Holder (with a copy to the New Notes Administrative Agent and the Calculation Agent), which demand shall be accompanied by a certificate of such Long Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such increase or reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have done so under any other provision of the Indenture, pay to such Long Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Long Term Trade Series Holder (or any holding company of which such Long Term Trade Series Holder is a subsidiary) for such increased cost or reduction. 2.11.2 If, on or after the date hereof, any Long Term Trade Series Holder shall determine that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration ofthereof by any Governmental Authority, any applicable Law, regarding capital adequacycentral bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender, or its parent corporation, with any request or directive regarding capital adequacy (whether or not having the force of Lawlaw) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital of any Long Term Trade Series Holder (or parent corporation'sany holding company of which such Long Term Trade Series Holder is a subsidiary) capital or assets as a consequence of its commitments such Long Term Trade Series Holder's purchasing, owning, maintaining or obligations hereunder holding any Long Term Trade Series Notes to a level below that which such Lender, Long Term Trade Series Holder (or its parent corporation, any holding company of which such Long Term Trade Series Holder is a subsidiary) could have achieved but for such adoption, effectivenesschange, change request or compliance directive (taking into consideration such Lender's (or parent corporation's) its policies with respect to capital adequacy) by an amount deemed by such Long Term Trade Series Holder to be material, then from time to time, promptly upon demand by such Long Term Trade Series Holder (with a copy to the New Notes Administrative Agent), then, upon notice from which demand shall be accompanied by a certificate of such Lender Long Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to Xxxxxxxxxsuch reduction, the Borrower amount of the claim and the calculation thereof (and which certificate shall be obligated conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have already done so under any other provision of the Indenture, pay to such Lender Long Term Trade Series Holder such additional amount or amounts as will will, without duplication, compensate such Lender on an after-tax basis Long Term Trade Series Holder (after taking into account applicable deductions and credits in respect or any holding company of the amount indemnifiedwhich such Long Term Trade Series Holder is a subsidiary) for such reduction. 2.11.3 Each Long Term Trade Series Holder will promptly notify the Issuer, the New Notes Administrative Agent and the Calculation Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Long Term Trade Series Holder to compensation pursuant to this Section 2.11. Each determination Long Term Trade Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.11, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize or eliminate the requirement of such compensation by transferring its Long Term Trade Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Long Term Trade Series Holder, be otherwise disadvantageous (economically or otherwise) to such Long Term Trade Series Holder; provided that no Long Term Trade Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Lender Long Term Trade Series Holder or the reasons therefor. A certificate of amounts owing any Long Term Trade Series Holder claiming compensation under this Section shall2.11 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest error, . 2.11.4 The Issuer shall not be conclusive and binding on the parties hereto; provided, that if any Lender receives required to compensate a rebate of any amount for which it had received compensation from the Borrower pursuant to subsection (a) or subsection (b) of Long Term Trade Series Holder as provided by this Section 3.04, any such Lender shall promptly remit any such rebated amount to 2.11 if the Borrower. A certificate of each Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same. Promptly after any Lender becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section, such Lender shall notify Xxxxxxxxx thereof. Failure on the part of any Lender so to notify Xxxxxxxxx or to demand compensation for any increased costs cost or reduction in respect of which such claim for additional amounts received arises results solely from a requirement which is applicable to the relevant Long Term Trade Series Holder by reason of its financial condition or receivable or reduction assets and which is not of general application to similar persons of a similar type in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender regardless of any possible contention of similar circumstances in the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposedsame jurisdiction.

Increased Costs and Reduced Return. If (a) If, on or after the date hereof, in the case of any Loan or any obligation to make Loans, the adoption of any applicable law, rule or regulation, or any change therein, or any change in any applicable Law or in the interpretation or application administration thereof applicable to by any Lender (governmental authority, central bank or its Applicable Lending Office)comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) or the L/C Issuer with any request or directive (whether or not having the force of Lawlaw) from of any such authority, central bank or other Governmental Authority, in each case made subsequent to the Effective Date comparable agency; (or, if later, the date on which such Lender becomes a Lender): i) shall subject such any Lender (or its Applicable Lending Office) or the L/C Issuer to any tax tax, duty or other charge (except overall net income or franchise taxes of any kind whatsoever general application or the rates thereof imposed by the jurisdiction in which such Lender’s or L/C Issuer’s principal executive office or Lending Office is located) with respect to its LIBOR Rate Loans, its Notes, its Letter(s) of Credit, or its participation in any Eurocurrency Loans made by thereof, any Reimbursement Obligations owed to it or any of its Notes or its obligation to make Eurocurrency LIBOR Rate Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to such any Lender (or its Applicable Lending Office) or the L/C Issuer of the principal of or interest on its LIBOR Rate Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect thereof of its LIBOR Rate Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make LIBOR Rate Loans, or issue a Letter of Credit, or acquire participations therein (except for (A) Taxes and Other Taxes covered by Section 3.01 (including Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.01(d)) and (B) changes in taxes measured by or imposed upon the overall net income, income or franchise tax (taxes of general application or the rates thereof imposed by the jurisdiction in lieu of which such net income tax), of such Lender Lender’s or its Applicable the L/C Issuer’s principal executive office or Lending Office, branch or any affiliate thereof)Office is located); or (ii) shall impose, modify or hold deem applicable any reserve, special deposit, compulsory loan 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 LIBOR Rate Loans any such requirement included in an applicable Eurodollar Reserve Percentage) against assets held byof, deposits or other liabilities in with or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds extended by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in or the determination of the Eurocurrency Rate hereunder; L/C Issuer or shall impose on such any Lender (or its Applicable Lending Office) or the L/C Issuer or on the interbank market any other condition (excluding affecting its LIBOR Rate Loans, its Letter(s) of Credit, or its participation in any tax thereof, any Reimbursement Obligation owed to it, or its obligation to make LIBOR Rate Loans, or to issue a Letter of any kind whatsoever)Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or the L/C Issuer of making, converting into, continuing making or maintaining any Eurocurrency Loans LIBOR Rate Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) or the L/C Issuer under this Agreement or under any other Loan Document with respect thereto, by an amount receivable hereunder in respect thereofdeemed by such Lender or L/C Issuer to be material, then, in any within 15 days after demand by such case, upon notice Lender or L/C Issuer (with a copy to Xxxxxxxxx from such Lender, through the Administrative Agent, in accordance herewith), the Borrower shall be obligated to promptly pay to such Lender, upon its demand, any additional Lender or L/C Issuer such Additional Amount or amounts necessary to as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) or L/C Issuer for such increased cost or reduced amount receivable. If reduction (provided, that the Borrower shall not be obligated to pay amounts of the type described in Section 4.05(a)(i) above which are duplicative of, or are specifically excluded from, amounts payable in accordance with Section 2.08). (b) If, after the date hereof, any Lender Lender, the L/C Issuer, or the Administrative Agent shall have determined that the adoption of any applicable law, rule or the becoming effective ofregulation regarding capital adequacy, or any change intherein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable Law, regarding capital adequacythereof, or compliance by such Lender, any Lender (or its parent corporation, Lending Office) or the L/C Issuer or any corporation controlling such Lender or L/C Issuer with any request or directive regarding capital adequacy (whether or not having the force of Lawlaw) of any such authority, central bank or comparable agencyagency (each a “Change in Law”), has or would have had the effect of reducing the rate of return on such Lender's (’s or parent L/C Issuer ’s or such corporation's) ’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender, Lender or its parent corporation, L/C Issuer or such corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (’s or parent L/C Issuer ’s or such corporation's) ’s policies with respect to capital adequacy), then, upon notice from ) by an amount deemed by such Lender or L/C Issuer to Xxxxxxxxxbe material, then from time to time, within 15 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender or L/C Issuer, as applicable, such additional amount Additional Amount or amounts as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) or L/C Issuer for such reduction. Each determination by any such . (c) A certificate of a Lender of amounts owing or L/C Issuer claiming compensation under this Section shall, absent manifest error, 4.05(c) and setting forth the Additional Amount or amounts to be paid to it hereunder shall be conclusive and binding on the parties hereto; providedif reasonably determined. In determining such amount, that if any Lender receives a rebate of any amount for which it had received compensation from the Borrower pursuant to subsection (a) or subsection (b) of this Section 3.04, any such Lender shall promptly remit any such rebated amount to the Borrower. A certificate of each Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in subsection L/C Issuer may use any reasonable averaging and attribution methods. (ad) or (b) above, as the case may be, shall be delivered Notwithstanding anything to the Borrower and shall be conclusive absent manifest error. The contrary contained in this Section 4.05, the Borrower shall pay each Lender not be required to compensate any Lender, any Agent or the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same. Promptly after any Lender becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation L/C Issuer pursuant to this SectionSection 4.05 for any amounts incurred more than 180 days prior to the date that such Lender, such Lender shall notify Xxxxxxxxx thereof. Failure on Agent or such L/C Issuer notifies the part of any Lender so to notify Xxxxxxxxx or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver Borrower of such Lender's right ’s, such Agent’s or the L/C Issuer’s intention to demand claim compensation with respect therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period or any other period. The protection of this Section shall be available extended to each Lender regardless include the period of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposedsuch retroactive effect.

Increased Costs and Reduced Return. If (a) If, on or after the date hereof, in the case of any Loan or any obligation to make Loans, the adoption of any applicable law, rule or regulation, or any change therein, or any change in any applicable Law or in the interpretation or application administration thereof applicable to by any Lender (governmental authority, central bank or its Applicable Lending Office)comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) or the L/C Issuer with any request or directive (whether or not having the force of Lawlaw) from of any such authority, central bank or other Governmental Authority, in each case made subsequent to the Effective Date comparable agency; (or, if later, the date on which such Lender becomes a Lender): i) shall subject such any Lender (or its Applicable Lending Office) or the L/C Issuer to any tax tax, duty or other charge (except overall net income or franchise taxes of any kind whatsoever general application or the rates thereof imposed by the jurisdiction in which such Lender’s or L/C Issuer’s principal executive office or Lending Office is located) with respect to its LIBOR Rate Loans, its Notes, its Letter(s) of Credit, or its participation in any Eurocurrency Loans made by thereof, any Reimbursement Obligations owed to it or any of its Notes or its obligation to make Eurocurrency LIBOR Rate Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to such any Lender (or its Applicable Lending Office) or the L/C Issuer of the principal of or interest on its LIBOR Rate Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect thereof of its LIBOR Rate Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make LIBOR Rate Loans, or issue a Letter of Credit, or acquire participations therein (except for (A) Taxes and Other Taxes covered by Section 3.01 (including Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.01(d)) and (B) changes in taxes measured by or imposed upon the overall net income, income or franchise tax (taxes of general application or the rates thereof imposed by the jurisdiction in lieu of which such net income tax), of such Lender Lender’s or its Applicable the L/C Issuer’s principal executive office or Lending Office, branch or any affiliate thereof)Office is located); or (ii) shall impose, modify or hold deem applicable any reserve, special deposit, compulsory loan 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 LIBOR Rate Loans any such requirement included in an applicable Eurodollar Reserve Percentage) against assets held byof, deposits or other liabilities in with or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds extended by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in or the determination of the Eurocurrency Rate hereunder; L/C Issuer or shall impose on such any Lender (or its Applicable Lending Office) or the L/C Issuer or on the interbank market any other condition (excluding affecting its LIBOR Rate Loans, its Letter(s) of Credit, or its participation in any tax thereof, any Reimbursement Obligation owed to it, or its obligation to make LIBOR Rate Loans, or to issue a Letter of any kind whatsoever)Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or the L/C Issuer of making, converting into, continuing making or maintaining any Eurocurrency Loans LIBOR Rate Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) or the L/C Issuer under this Agreement or under any other Loan Document with respect thereto, by an amount receivable hereunder in respect thereofdeemed by such Lender or L/C Issuer to be material, then, in any within 15 days after demand by such case, upon notice Lender or L/C Issuer (with a copy to Xxxxxxxxx from such Lender, through the Administrative Agent, in accordance herewith), the Borrower shall be obligated to promptly pay to such Lender, upon its demand, any additional Lender or L/C Issuer such Additional Amount or amounts necessary to as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) or L/C Issuer for such increased cost or reduced amount receivable. If reduction (provided, that the Borrower shall not be obligated to pay amounts of the type described in Section 4.05(a)(i) above which are duplicative of, or are specifically excluded from, amounts payable in accordance with Section 2.08). (b) If, after the date hereof, any Lender Lender, the L/C Issuer, or the Administrative Agent shall have determined that the adoption of any applicable law, rule or the becoming effective ofregulation (including any Capital Guideline) regarding capital adequacy, or any change intherein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable Law, regarding capital adequacythereof, or compliance by such Lender, any Lender (or its parent corporation, Lending Office) or the L/C Issuer or any corporation controlling such Lender or L/C Issuer with any request or directive regarding capital adequacy (whether or not having the force of Lawlaw) of any such authority, central bank or comparable agencyagency (each a “Change in Law”), has or would have had the effect of reducing the rate of return on such Lender's (’s or parent L/C Issuer ‘s or such corporation's) ’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender, Lender or its parent corporation, L/C Issuer or such corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (’s or parent L/C Issuer ‘s or such corporation's) ’s policies with respect to capital adequacy), then, upon notice from ) by an amount deemed by such Lender or L/C Issuer to Xxxxxxxxxbe material, then from time to time, within 15 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender or L/C Issuer, as applicable, such additional amount Additional Amount or amounts as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) or L/C Issuer for such reduction. Each determination . (c) Notwithstanding anything herein to the contrary, each of (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (ii) the Basel III Accord issued by any such the Basel Committee on Banking Supervision and all requests, guidelines or directives in connection therewith, shall be deemed to be a change in law and a “Change in Law” for purposes of this Agreement (including without limitation for purposes of this Section 4.05), regardless of the date enacted, adopted or issued. (d) A certificate of a Lender of amounts owing or L/C Issuer claiming compensation under this Section shall, absent manifest error, 4.05(c) and setting forth the Additional Amount or amounts to be paid to it hereunder shall be conclusive if reasonably determined. In determining such amount, such Lender or L/C Issuer may use any reasonable averaging and binding on attribution methods. (e) Notwithstanding anything to the parties heretocontrary contained in this Section 4.05, the Borrower shall not be required to compensate any Lender, any Agent or the L/C Issuer pursuant to this Section 4.05 for any amounts incurred more than 180 days prior to the date that such Lender, such Agent or such L/C Issuer notifies the Borrower of such Lender’s, such Agent’s or the L/C Issuer’s intention to claim compensation therefor; provided, that if any Lender receives the circumstances giving rise to such claim have a rebate of any amount for which it had received compensation from the Borrower pursuant to subsection (a) or subsection (b) of this Section 3.04retroactive effect, any then such Lender shall promptly remit any such rebated amount to the Borrower. A certificate of each Lender setting forth such amount or amounts as 180 day period shall be necessary extended to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as include the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same. Promptly after any Lender becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section, such Lender shall notify Xxxxxxxxx thereof. Failure on the part of any Lender so to notify Xxxxxxxxx or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposedretroactive effect.

Increased Costs and Reduced Return. If on or after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to make LoansCommitted Loans or issue or participate in any Letter of Credit or (y) the date of any related Competitive Bid, the adoption of or any change in any applicable Law or in the interpretation or application thereof applicable to any Lender (or its Applicable Lending Office), or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of Law) from any central bank or other Governmental Authority, in each case made subsequent to the Effective Date (or, if later, the date on which such Lender becomes a Lender): shall subject such Lender (or its Applicable Lending Office) to any tax of any kind whatsoever with respect to any Letter of Credit, any Eurocurrency Loans made by it or any of its Notes or its obligation to make Eurocurrency LoansLoans or to participate in Letters of Credit, or change the basis of taxation of payments to such Lender (or its Applicable Lending Office) in respect thereof (except for (A) Taxes and Other Taxes covered by Section 3.01 (including Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.01(d)) and (B) changes in taxes measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender or its Applicable Lending Office, branch or any affiliate thereof)); shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in the determination of the Eurocurrency Rate hereunder; or shall impose on such Lender (or its Applicable Lending Office) any other condition (excluding any tax of any kind whatsoever); and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing or maintaining any Eurocurrency Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to Xxxxxxxxx from Caxxxxxxx xrom such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or reduced amount receivable. If any Lender shall have determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable Law, regarding capital adequacy, or compliance by such Lender, or its parent corporation, with any request or directive regarding capital adequacy (whether or not having the force of Law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender, or its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon notice from such Lender to XxxxxxxxxCaxxxxxxx, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such reduction. Each determination by any such Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto; provided, that if any Lender receives a rebate of any amount for which it had received compensation from the Borrower pursuant to subsection (a) or subsection (b) of this Section 3.04, any such Lender shall promptly remit any such rebated amount to the Borrower. A certificate of each Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender or the Issuing Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same. Promptly after any Lender becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section, such Lender shall notify Xxxxxxxxx thereofCaxxxxxxx xhereof. Failure on the part of any Lender so to notify Xxxxxxxxx or Caxxxxxxx xr to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Increased Costs and Reduced Return. If 2.10.1 If, on or after the date hereof, in the case of any Loan or any obligation to make Loans, the adoption of any applicable law, rule or regulation, or any change in any applicable Law law, rule or regulation, or any change in the interpretation or application administration thereof applicable to any Lender (or its Applicable Lending Office), or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of Law) from any central bank or other Governmental Authority, in each case made subsequent to the Effective Date (or, if later, the date on which such Lender becomes a Lender): shall subject such Lender (or its Applicable Lending Office) to any tax of any kind whatsoever with respect to any Eurocurrency Loans made by it or any of its Notes or its obligation to make Eurocurrency Loans, or change the basis of taxation of payments to such Lender (or its Applicable Lending Office) in respect thereof (except for (A) Taxes and Other Taxes covered by Section 3.01 (including Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.01(d)) and (B) changes in taxes measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender or its Applicable Lending Office, branch or any affiliate thereof)); shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in the determination of the Eurocurrency Rate hereunder; or shall impose on such Lender (or its Applicable Lending Office) any other condition (excluding any tax of any kind whatsoever); and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing or maintaining any Eurocurrency Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to Xxxxxxxxx from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or reduced amount receivable. If any Lender shall have determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Short Term Trade Series Holder (or its Holding Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) shall subject any Short Term Trade Series Holder (or its Holding Office) to any tax, duty or other charge with respect to one or more of its Short Term Trade Series Notes, or shall change the basis of taxation of payments to any Short Term Trade Series Holder (or its Holding Office) of the principal of or interest on its Short Term Trade Series Notes or any other amounts due under this Indenture or any Short Term Trade Series Notes, except for the introduction of, or changes in the rate of, tax on the overall net income of such Short Term Trade Series Holder (or its Holding Office), or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such Short Term Trade Series Holder is organized (or in which such Short Term Trade Series Holder's Holding Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System and minimum reserve requirements of the European Central Bank but excluding any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Short Term Trade Series Holder (or its Holding Office) or shall impose on any Short Term Trade Series Holder (or its Holding Office) or the London interbank market any other condition affecting the purchasing, owning, holding or maintaining of any one or more Short Term Trade Series Notes by such Short Term Trade Series Holder (or its Holding Office) and the result of any of the foregoing is to increase the cost to such Short Term Trade Series Holder (or its Holding Office or any holding company of which such Short Term Trade Series Holder is a subsidiary) of purchasing, owning, holding or maintaining any one or more of its Short Term Trade Series Notes, or to reduce the amount of any sum received or receivable by such Short Term Trade Series Holder (or its Holding Office) under the Indenture and any one or more of its Short Term Trade Series Notes, by an amount deemed by such Short Term Trade Series Holder to be material (excluding, for purposes of this Section 2.10.1 any increased costs or any reductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.7), then, promptly upon demand by such Short Term Trade Series Holder (with a copy to the New Notes Administrative Agent and the Calculation Agent), which demand shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such increase or reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have done so under any other provision of the Indenture, pay to such Short Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Short Term Trade Series Holder (or any holding company of which such Short Term Trade Series Holder is a subsidiary) for such increased cost or reduction. 2.10.2 If, on or after the date hereof, any Short Term Trade Series Holder shall determine that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration ofthereof by any Governmental Authority, any applicable Law, regarding capital adequacycentral bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender, or its parent corporation, with any request or directive regarding capital adequacy (whether or not having the force of Lawlaw) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital of any Short Term Trade Series Holder (or parent corporation'sany holding company of which such Short Term Trade Series Holder is a subsidiary) capital or assets as a consequence of its commitments such Short Term Trade Series Holder's purchasing, owning, maintaining or obligations hereunder holding any Short Term Trade Series Notes to a level below that which such Lender, Short Term Trade Series Holder (or its parent corporation, Holding Office or any holding company of which such Short Term Trade Series Holder is a subsidiary) could have achieved but for such adoption, effectivenesschange, change request or compliance directive (taking into consideration such Lender's (or parent corporation's) its policies with respect to capital adequacy) by an amount deemed by such Short Term Trade Series Holder to be material, then from time to time, promptly upon demand by such Short Term Trade Series Holder (with a copy to the New Notes Administrative Agent), then, upon notice from which demand shall be accompanied by a certificate of such Lender Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to Xxxxxxxxxsuch reduction, the Borrower amount of the claim and the calculation thereof (and which certificate shall be obligated conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have already done so under any other provision of the Indenture, pay to such Lender Short Term Trade Series Holder such additional amount or amounts as will will, without duplication, compensate such Lender on an after-tax basis Short Term Trade Series Holder or its Holding Office (after taking into account applicable deductions and credits in respect or any holding company of the amount indemnifiedwhich such Short Term Trade Series Holder is a subsidiary) for such reduction. Each determination Short Term Trade Series Holder will promptly notify the Issuer, the New Notes Administrative Agent and the Calculation Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Short Term Trade Series Holder to compensation pursuant to this Section 2.10. Each Short Term Trade Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.10), use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize or eliminate the requirement of such compensation by transferring its Short Term Trade Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Short Term Trade Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Term Trade Series Holder; provided that no Short Term Trade Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Lender Short Term Trade Series Holder or the reasons therefore. A certificate of amounts owing any Short Term Trade Series Holder claiming compensation under this Section shall2.10) and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest error, be conclusive and binding on the parties hereto; provided, that if any Lender receives a rebate of any amount for which it had received compensation from the Borrower pursuant to subsection (a) or subsection (b) of this Section 3.04, any such Lender shall promptly remit any such rebated amount to the Borrower. A certificate of each Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same. Promptly after any Lender becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section, such Lender shall notify Xxxxxxxxx thereof. Failure on the part of any Lender so to notify Xxxxxxxxx or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Increased Costs and Reduced Return. If 2.10.1 If, on or after the date hereof, in the case of any Loan or any obligation to make Loans, the adoption of any applicable law, rule or regulation, or any change in any applicable Law law, rule or regulation, or any change in the interpretation or application administration thereof applicable to any Lender (or its Applicable Lending Office), or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of Law) from any central bank or other Governmental Authority, in each case made subsequent to the Effective Date (or, if later, the date on which such Lender becomes a Lender): shall subject such Lender (or its Applicable Lending Office) to any tax of any kind whatsoever with respect to any Eurocurrency Loans made by it or any of its Notes or its obligation to make Eurocurrency Loans, or change the basis of taxation of payments to such Lender (or its Applicable Lending Office) in respect thereof (except for (A) Taxes and Other Taxes covered by Section 3.01 (including Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.01(d)) and (B) changes in taxes measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender or its Applicable Lending Office, branch or any affiliate thereof)); shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in the determination of the Eurocurrency Rate hereunder; or shall impose on such Lender (or its Applicable Lending Office) any other condition (excluding any tax of any kind whatsoever); and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing or maintaining any Eurocurrency Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to Xxxxxxxxx from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or reduced amount receivable. If any Lender shall have determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Long Term Trade Series Holder (or its Holding Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) shall subject any Long Term Trade Series Holder (or its Holding Office) to any tax, duty or other charge with respect to one or more of its Long Term Trade Series Notes, or shall change the basis of taxation of payments to any Long Term Trade Series Holder (or its Holding Office) of the principal of or interest on its Long Term Trade Series Notes or any other amounts due under this Indenture or any Long Term Trade Series Notes, except for the introduction of, or changes in the rate of, tax on the overall net income of such Long Term Trade Series Holder (or its Holding Office), or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such Long Term Trade Series Holder is organized (or in which such Long Term Trade Series Holder's Holding Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System and minimum reserve requirements of the European Central Bank but excluding any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Long Term Trade Series Holder (or its Holding Office) or shall impose on any Long Term Trade Series Holder (or its Holding Office) or the London interbank market any other condition affecting the purchasing, owning, holding or maintaining of any one or more Long Term Trade Series Notes by such Long Term Trade Series Holder (or its Holding Office) and the result of any of the foregoing is to increase the cost to such Long Term Trade Series Holder (or its Holding Office or any holding company of which such Long Term Trade Series Holder is a subsidiary) of purchasing, owning, holding or maintaining any one or more of its Long Term Trade Series Notes, or to reduce the amount of any sum received or receivable by such Long Term Trade Series Holder (or its Holding Office) under the Indenture and any one or more of its Long Term Trade Series Notes, by an amount deemed by such Long Term Trade Series Holder to be material (excluding, for purposes of this Section 2.10.1 any increased costs or any reductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.7), then, promptly upon demand by such Long Term Trade Series Holder (with a copy to the New Notes Administrative Agent and the Calculation Agent), which demand shall be accompanied by a certificate of such Long Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such increase or reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have done so under any other provision of the Indenture, pay to such Long Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Long Term Trade Series Holder (or any holding company of which such Long Term Trade Series Holder is a subsidiary) for such increased cost or reduction. 2.10.2 If, on or after the date hereof, any Long Term Trade Series Holder shall determine that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration ofthereof by any Governmental Authority, any applicable Law, regarding capital adequacycentral bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender, or its parent corporation, with any request or directive regarding capital adequacy (whether or not having the force of Lawlaw) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital of any Long Term Trade Series Holder (or parent corporation'sany holding company of which such Long Term Trade Series Holder is a subsidiary) capital or assets as a consequence of its commitments such Long Term Trade Series Holder's purchasing, owning, maintaining or obligations hereunder holding any Long Term Trade Series Notes to a level below that which such Lender, Long Term Trade Series Holder (or its parent corporation, Holding Office or any holding company of which such Long Term Trade Series Holder is a subsidiary) could have achieved but for such adoption, effectivenesschange, change request or compliance directive (taking into consideration such Lender's (or parent corporation's) its policies with respect to capital adequacy) by an amount deemed by such Long Term Trade Series Holder to be material, then from time to time, promptly upon demand by such Long Term Trade Series Holder (with a copy to the New Notes Administrative Agent), then, upon notice from which demand shall be accompanied by a certificate of such Lender Long Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to Xxxxxxxxxsuch reduction, the Borrower amount of the claim and the calculation thereof (and which certificate shall be obligated conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have already done so under any other provision of the Indenture, pay to such Lender Long Term Trade Series Holder such additional amount or amounts as will will, without duplication, compensate such Lender on an after-tax basis Long Term Trade Series Holder or its Holding Office (after taking into account applicable deductions and credits in respect or any holding company of the amount indemnifiedwhich such Long Term Trade Series Holder is a subsidiary) for such reduction. Each determination Long Term Trade Series Holder will promptly notify the Issuer, the New Notes Administrative Agent and the Calculation Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Long Term Trade Series Holder to compensation pursuant to this Section 2.10. Each Long Term Trade Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.10, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize or eliminate the requirement of such compensation by transferring its Long Term Trade Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Long Term Trade Series Holder, be otherwise disadvantageous (economically or otherwise) to such Long Term Trade Series Holder; provided that no Long Term Trade Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Lender Long Term Trade Series Holder or the reasons therefore. A certificate of amounts owing any Long Term Trade Series Holder claiming compensation under this Section shall2.10 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest error, be conclusive and binding on the parties hereto; provided, that if any Lender receives a rebate of any amount for which it had received compensation from the Borrower pursuant to subsection (a) or subsection (b) of this Section 3.04, any such Lender shall promptly remit any such rebated amount to the Borrower. A certificate of each Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same. Promptly after any Lender becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section, such Lender shall notify Xxxxxxxxx thereof. Failure on the part of any Lender so to notify Xxxxxxxxx or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Increased Costs and Reduced Return. If (a) If, on or after the date hereof, in the case of any Loan or any obligation to make Loans, the adoption of any applicable law, rule or regulation, or any change therein, or any change in any applicable Law or in the interpretation or application administration thereof applicable to by any Lender (governmental authority, central bank or its Applicable Lending Office)comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) or the L/C Issuer with any request or directive (whether or not having the force of Lawlaw) from of any such authority, central bank or other Governmental Authority, in each case made subsequent to the Effective Date comparable agency; (or, if later, the date on which such Lender becomes a Lender): i) shall subject such any Lender (or its Applicable Lending Office) or the L/C Issuer to any tax tax, duty or other charge (except overall net income or franchise taxes of any kind whatsoever general application or the rates thereof imposed by the jurisdiction in which such Lender’s or L/C Issuer’s principal executive office or Lending Office is located) with respect to its LIBOR Rate Loans, its notes, its Letter(s) of Credit, or its participation in any Eurocurrency Loans made by thereof, any Reimbursement Obligations owed to it or any of its Notes or its obligation to make Eurocurrency LIBOR Rate Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to such any Lender (or its Applicable Lending Office) or the L/C Issuer of the principal of or interest on its LIBOR Rate Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect thereof of its LIBOR Rate Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make LIBOR Rate Loans, or issue a Letter of Credit, or acquire participations therein (except for (A) Taxes and Other Taxes covered by Section 3.01 (including Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.01(d)) and (B) changes in taxes measured by or imposed upon the overall net income, income or franchise tax (taxes of general application or the rates thereof imposed by the jurisdiction in lieu of which such net income tax), of such Lender Lender’s or its Applicable the L/C Issuer’s principal executive office or Lending Office, branch or any affiliate thereof)Office is located); or (ii) shall impose, modify or hold deem applicable any reserve, special deposit, compulsory loan deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any LIBOR Rate Loans any such requirement included in an applicable Reserve Percentage) against assets held byof, deposits or other liabilities in with or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds extended by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in or the determination of the Eurocurrency Rate hereunder; L/C Issuer or shall impose on such any Lender (or its Applicable Lending Office) or the L/C Issuer or on the interbank market any other condition (excluding affecting its LIBOR Rate Loans, its Letter(s) of Credit, or its participation in any tax thereof, any Reimbursement Obligation owed to it, or its obligation to make LIBOR Rate Loans, or to issue a Letter of any kind whatsoever)Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or the L/C Issuer of making, converting into, continuing making or maintaining any Eurocurrency Loans LIBOR Rate Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) or the L/C Issuer under this Agreement or under any other Loan Document with respect thereto, by an amount receivable hereunder in respect thereofdeemed by such Lender or L/C Issuer to be material, then, in any within 15 days after demand by such case, upon notice Lender or L/C Issuer (with a copy to Xxxxxxxxx from such Lender, through the Administrative Agent, in accordance herewith), the Borrower shall be obligated to promptly pay to such Lender, upon its demand, any additional Lender or L/C Issuer such Additional Amount or amounts necessary to as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) or L/C Issuer for such increased cost or reduced amount receivable. If reduction (provided, that the Borrower shall not be obligated to pay amounts of the type described in Section 4.05(a)(i) above which are duplicative of, or are specifically excluded from, amounts payable in accordance with Section 2.08). (b) If, after the date hereof, any Lender Lender, the L/C Issuer, or the Administrative Agent shall have determined that the adoption of any applicable law, rule or the becoming effective ofregulation (including any Capital Guideline) regarding capital adequacy, or any change intherein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable Law, regarding capital adequacythereof, or compliance by such Lender, any Lender (or its parent corporation, Lending Office) or the L/C Issuer or any corporation controlling such Lender or L/C Issuer with any request or directive regarding capital adequacy (whether or not having the force of Lawlaw) of any such authority, central bank or comparable agencyagency (each a “Change in Law”), has or would have had the effect of reducing the rate of return on such Lender's (’s or parent L/C Issuer ‘s or such corporation's) ’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender, Lender or its parent corporation, L/C Issuer or such corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (’s or parent L/C Issuer ‘s or such corporation's) ’s policies with respect to capital adequacy), then, upon notice from ) by an amount deemed by such Lender or L/C Issuer to Xxxxxxxxxbe material, then from time to time, within 15 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender or L/C Issuer, as applicable, such additional amount Additional Amount or amounts as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) or L/C Issuer for such reduction. Each determination . (c) Notwithstanding anything herein to the contrary, each of (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (ii) the Basel III Accord issued by any such the Basel Committee on Banking Supervision and all requests, guidelines or directives in connection therewith, shall be deemed to be a change in law and a “Change in Law” for purposes of this Agreement (including without limitation for purposes of this Section 4.05), regardless of the date enacted, adopted or issued. (d) A certificate of a Lender of amounts owing or L/C Issuer claiming compensation under this Section shall, absent manifest error, 4.05(c) and setting forth the Additional Amount or amounts to be paid to it hereunder shall be conclusive if reasonably determined. In determining such amount, such Lender or L/C Issuer may use any reasonable averaging and binding on attribution methods. (e) Notwithstanding anything to the parties heretocontrary contained in this Section 4.05, the Borrower shall not be required to compensate any Lender, any Agent or the L/C Issuer pursuant to this Section 4.05 for any amounts incurred more than 180 days prior to the date that such Lender, such Agent or such L/C Issuer notifies the Borrower of such Lender’s, such Agent’s or the L/C Issuer’s intention to claim compensation therefor; provided, that if any Lender receives the circumstances giving rise to such claim have a rebate of any amount for which it had received compensation from the Borrower pursuant to subsection (a) or subsection (b) of this Section 3.04retroactive effect, any then such Lender shall promptly remit any such rebated amount to the Borrower. A certificate of each Lender setting forth such amount or amounts as 180 day period shall be necessary extended to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as include the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same. Promptly after any Lender becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section, such Lender shall notify Xxxxxxxxx thereof. Failure on the part of any Lender so to notify Xxxxxxxxx or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposedretroactive effect.

Increased Costs and Reduced Return. If 2.10.1 If, on or after the date hereof, in the case of any Loan or any obligation to make Loans, the adoption of any applicable law, rule or regulation, or any change in any applicable Law law, rule or regulation, or any change in the interpretation or application administration thereof applicable to any Lender (or its Applicable Lending Office), or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of Law) from any central bank or other Governmental Authority, in each case made subsequent to the Effective Date (or, if later, the date on which such Lender becomes a Lender): shall subject such Lender (or its Applicable Lending Office) to any tax of any kind whatsoever with respect to any Eurocurrency Loans made by it or any of its Notes or its obligation to make Eurocurrency Loans, or change the basis of taxation of payments to such Lender (or its Applicable Lending Office) in respect thereof (except for (A) Taxes and Other Taxes covered by Section 3.01 (including Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.01(d)) and (B) changes in taxes measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender or its Applicable Lending Office, branch or any affiliate thereof)); shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in the determination of the Eurocurrency Rate hereunder; or shall impose on such Lender (or its Applicable Lending Office) any other condition (excluding any tax of any kind whatsoever); and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, converting into, continuing or maintaining any Eurocurrency Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to Xxxxxxxxx from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or reduced amount receivable. If any Lender shall have determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Short Term Trade Series Holder (or its Holding Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) shall subject any Short Term Trade Series Holder (or its Holding Office) to any tax, duty or other charge with respect to one or more of its Short Term Trade Series Notes, or shall change the basis of taxation of payments to any Short Term Trade Series Holder (or its Holding Office) of the principal of or interest on its Short Term Trade Series Notes or any other amounts due under this Indenture or any Short Term Trade Series Notes, except for the introduction of, or changes in the rate of, tax on the overall net income of such Short Term Trade Series Holder (or its Holding Office), or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the laws of which such Short Term Trade Series Holder is organized (or in which such Short Term Trade Series Holder's Holding Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System and minimum reserve requirements of the European Central Bank but excluding any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Short Term Trade Series Holder (or its Holding Office) or shall impose on any Short Term Trade Series Holder (or its Holding Office) or the London interbank market any other condition affecting the purchasing, owning, holding or maintaining of any one or more Short Term Trade Series Notes by such Short Term Trade Series Holder (or its Holding Office) and the result of any of the foregoing is to increase the cost to such Short Term Trade Series Holder (or its Holding Office or any holding company of which such Short Term Trade Series Holder is a subsidiary) of purchasing, owning, holding or maintaining any one or more of its Short Term Trade Series Notes, or to reduce the amount of any sum received or receivable by such Short Term Trade Series Holder (or its Holding Office) under the Indenture and any one or more of its Short Term Trade Series Notes, by an amount deemed by such Short Term Trade Series Holder to be material (excluding, for purposes of this Section 2.10.1 any increased costs or any reductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.7), then, promptly upon demand by such Short Term Trade Series Holder (with a copy to the New Notes Administrative Agent and the Calculation Agent), which demand shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such increase or reduction, the amount of the claim and the calculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have done so under any other provision of the Indenture, pay to such Short Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Short Term Trade Series Holder (or any holding company of which such Short Term Trade Series Holder is a subsidiary) for such increased cost or reduction. 2.10.2 If, on or after the date hereof, any Short Term Trade Series Holder shall determine that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration ofthereof by any Governmental Authority, any applicable Law, regarding capital adequacycentral bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender, or its parent corporation, with any request or directive regarding capital adequacy (whether or not having the force of Lawlaw) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's capital of any Short Term Trade Series Holder (or parent corporation'sany holding company of which such Short Term Trade Series Holder is a subsidiary) capital or assets as a consequence of its commitments such Short Term Trade Series Holder's purchasing, owning, maintaining or obligations hereunder holding any Short Term Trade Series Notes to a level below that which such Lender, Short Term Trade Series Holder (or its parent corporation, Holding Office or any holding company of which such Short Term Trade Series Holder is a subsidiary) could have achieved but for such adoption, effectivenesschange, change request or compliance directive (taking into consideration such Lender's (or parent corporation's) its policies with respect to capital adequacy) by an amount deemed by such Short Term Trade Series Holder to be material, then from time to time, promptly upon demand by such Short Term Trade Series Holder (with a copy to the New Notes Administrative Agent), then, upon notice from which demand shall be accompanied by a certificate of such Lender Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to Xxxxxxxxxsuch reduction, the Borrower amount of the claim and the calculation thereof (and which certificate shall be obligated conclusive and binding for all purposes, absent manifest error), the Issuer shall, to the extent that it shall not have already done so under any other provision of the Indenture, pay to such Lender Short Term Trade Series Holder such additional amount or amounts as will will, without duplication, compensate such Lender on an after-tax basis Short Term Trade Series Holder or its Holding Office (after taking into account applicable deductions and credits in respect or any holding company of the amount indemnifiedwhich such Short Term Trade Series Holder is a subsidiary) for such reduction. Each determination Short Term Trade Series Holder will promptly notify the Issuer, the New Notes Administrative Agent and the Calculation Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Short Term Trade Series Holder to compensation pursuant to this Section 2.10. Each Short Term Trade Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.10, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize or eliminate the requirement of such compensation by transferring its Short Term Trade Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Short Term Trade Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Term Trade Series Holder; provided that no Short Term Trade Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Lender Short Term Trade Series Holder or the reasons therefore. A certificate of amounts owing any Short Term Trade Series Holder claiming compensation under this Section shall2.10 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest error, be conclusive and binding on the parties hereto; provided, that if any Lender receives a rebate of any amount for which it had received compensation from the Borrower pursuant to subsection (a) or subsection (b) of this Section 3.04, any such Lender shall promptly remit any such rebated amount to the Borrower. A certificate of each Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same. Promptly after any Lender becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section, such Lender shall notify Xxxxxxxxx thereof. Failure on the part of any Lender so to notify Xxxxxxxxx or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.