Common use of Increased Costs and Reduced Return Clause in Contracts

Increased Costs and Reduced Return. (a) If on or after the date hereof, 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): (i) shall subject such Lender (or its Applicable Lending Office) to any tax of any kind whatsoever with respect to any Letter of Credit, any Bankers' Acceptance, any Eurodollar Loans made by it or any of its Notes or its obligation to make Eurodollar Loans, to participate in Letters of Credit or to accept Bankers' Acceptances, 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(e)) and (B) Excluded Taxes); (ii) 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 Eurodollar Rate hereunder; or (iii) 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 Eurodollar Loans, issuing or participating in Letters of Credit or accepting Bankers' Acceptances or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to each relevant Borrower from such Lender, through the relevant Administrative Agent, in accordance herewith, each relevant 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. (b) If any Lender shall have determined that the adoption or the effectiveness 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 Governmental 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 the relevant Borrower, each relevant 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 3.05 shall, absent manifest error be conclusive and binding on the parties hereto. (c) A certificate of each Lender setting forth in reasonable detail 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 relevant Borrower and shall be conclusive absent manifest error. The relevant 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. (d) Promptly (but in no event more than 120 days) after any Lender becomes aware of any circumstance that will, in its reasonable judgment, result in a request for increased compensation pursuant to this SECTION 3.05, such Lender shall notify the relevant Borrower thereof. Failure on the part of any Lender so to notify any Borrower 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 any other period. The protection of this SECTION 3.05 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. (a) If on or after the date hereof, the adoption of or any change Change in any applicable Law or in the interpretation or application thereof applicable to Law: (i) subjects any Lender (or its Applicable Lending Office), or compliance by any Lender Issuing Bank (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): (i) shall subject such Lender (or its Applicable Lending Office) Administrative Agent to any tax Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to any Letter the definition of Excluded Taxes and (C) Connection Income Taxes) on its Revolving Loans, Letters of Credit, any Bankers' AcceptanceCommitments, any Eurodollar Loans made by it or any of its Notes other obligations under the Credit Documents, or its obligation to make Eurodollar Loansdeposits, to participate in Letters of Credit reserves, other liabilities or to accept Bankers' Acceptances, 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(e)) and (B) Excluded Taxes);capital attributable thereto; or (ii) shall imposeimposes, modify modifies or hold deems applicable any reserve, special deposit, compulsory loan loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding for any Eurocurrency Loan any such requirement included in an applicable Statutory Reserve Rate) 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 Issuing Bank (or its Applicable Lending Office) which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose or imposes on such any Lender or Issuing Bank (or its Applicable Lending Office) or on the London interbank market any other condition condition, cost or expense (excluding other than Taxes) affecting its Revolving Loans, Letters of Credit, any tax Reimbursement Obligations owed to it, or its participation in any thereof, or its obligation to advance or maintain Revolving Loans, or to issue, extend the expiration date of, or increase the amount of Letters of Credit or participate in any kind whatsoever)thereof; and the result of any of the foregoing is to increase the cost to such Lender or Issuing Bank (or its Applicable Lending Office) of makingadvancing, converting intocontinuing, continuing converting, or maintaining any Eurodollar LoansRevolving Loan, or maintaining its obligation to make any such Revolving Loan, or issuing or participating in Letters maintaining a Letter of Credit or accepting Bankers' Acceptances participating therein (or maintaining its obligation to issue, extend the expiration date of, increase the amount of or participate in any Letter of Credit), or to reduce the amount of any amount sum received or receivable hereunder by such Lender or Issuing Bank (or its Applicable Lending Office) or the Administrative Agent in respect thereofconnection therewith under this Agreement or any other Credit Document, then, in any such casesubject to Section 8.3(d), upon notice from time to each relevant Borrower time, within ten (10) days after receipt of a certificate from such Lender, through Lender or Issuing Bank (with a copy to the relevant Administrative Agent) or the Administrative Agent pursuant to Section 8.3(d) setting forth in reasonable detail such determination and the basis thereof, in accordance herewith, each relevant the Borrower shall be obligated to promptly pay to such Lender, upon its demand, any Issuing Bank or Administrative Agent 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) Lender, Issuing Bank or Administrative Agent for such increased cost costs or reduced amount receivablereductions suffered. (b) If the Administrative Agent or any Lender or Issuing Bank shall have determined that any Change in Law affecting the adoption Administrative Agent or the effectiveness of, such Lender 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 LenderIssuing Bank, or its parent corporationApplicable Lending Office, with any request regarding liquidity or directive regarding capital adequacy (whether or not having the force of Law) of any such Governmental Authority, central bank or comparable agencyadequacy, has or would have the effect of reducing the rate of return on such Lender's (’s or parent corporation's) Issuing Bank’s capital, or on the capital of any Person controlling such Lender or assets Issuing Bank, as a consequence of its commitments or obligations hereunder to a level below that which such Lender, Lender or its parent corporation, Issuing Bank could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender's (’s or parent corporation's) Issuing Bank’s or its controlling Person’s policies with respect to capital adequacyadequacy in effect immediately before such Change in Law or compliance) then, subject to Section 8.3(d), thenfrom time to time, upon notice within ten (10) days after its receipt of a certificate from such Lender or Issuing Bank (with a copy to the relevant BorrowerAdministrative Agent) pursuant to Section 8.3(d) setting forth in reasonable detail such determination and the basis thereof, each relevant the Borrower shall be obligated to pay to such Lender or Issuing Bank 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) or Issuing Bank for such reduction. Each determination by any such Lender of amounts owing under this SECTION 3.05 shall, absent manifest error be conclusive and binding on the parties heretoreductions suffered. (c) If the cost to any Lender of making or maintaining any Revolving Loan to, or participating in any Letter of Credit issued for the account of or made to, the Borrower is increased (or the amount of any sum received or receivable by any Lender (or its Applicable Lending Office) is reduced) by an amount deemed by such Lender to be material, by reason of the fact that the Borrower is incorporated in, or conducts business in, a jurisdiction other than the United States of America, the Cayman Islands, or other Specified Jurisdictions, the Borrower shall, subject to Section 8.3(d), indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this Section 8.3(c) and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. Notwithstanding the foregoing, no Lender shall be entitled to compensation under this Section 8.3(c) to the extent the increased costs for which such Lender is claiming compensation have been or are being incurred at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor was entitled immediately prior to the assignment to such Lender to receive compensation with respect to such increased costs pursuant to this Section 8.3(c). The foregoing provisions shall not apply to Taxes on payments by any Loan Party hereunder, which shall be governed solely by Section 3.3. (d) The Administrative Agent and each Lender and Issuing Bank that determines to seek compensation or additional interest under this Section 8.3 shall give written notice to the Borrower and, in the case of a Lender or Issuing Bank other than the Administrative Agent, the Administrative Agent, of the circumstances that entitle the Administrative Agent or such Lender or Issuing Bank to such compensation no later than one hundred eighty (180) days after the Administrative Agent or such Lender or Issuing Bank receives actual notice or obtains actual knowledge of the law, rule, order or interpretation or occurrence of another event giving rise to a claim hereunder. In any event the Borrower shall not have any obligation to pay any amount with respect to claims accruing prior to the 180th day preceding such written demand, except if the law, rule, order or interpretation giving rise to such request for compensation has retroactive effect, such one hundred eighty (180) day period shall be extended to include such retroactive period. The Administrative Agent and each Lender and Issuing Bank shall use reasonable efforts to avoid the need for, or reduce the amount of, such compensation, additional interest, and any payment under Section 3.3, including, without limitation, the designation of a different Applicable Lending Office, if such action or designation will not, in the sole judgment of the Administrative Agent or such Lender or Issuing Bank made in good faith, be otherwise disadvantageous to it; provided that (i) the foregoing shall not in any way affect the rights of any Lender or Issuing Bank or the obligations of the Borrower under this Section 8.3, (ii) no Lender or Issuing Bank shall be obligated to make its Eurocurrency Loans hereunder or fund any amount due in respect of a Letter of Credit at any office located in the United States of America, and (iii) the Borrower shall pay the Lender’s reasonable costs and expenses incurred in connection with any such designation of a different Applicable Lending Office. A certificate of the Administrative Agent or any Lender or Issuing Bank, as applicable, claiming compensation or additional interest under this Section 8.3, and setting forth the additional amount or amounts to be paid to it hereunder and accompanied by a statement prepared by the Administrative Agent or such Lender or Issuing Bank, as applicable, describing in reasonable detail such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in SUBSECTION (a) or (b) abovethe calculations thereof, as the case may be, shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. The relevant Borrower shall pay each Lender or the Issuing Lender the amount shown as due on any In determining such certificate delivered by it within 10 Business Days after receipt of the same. (d) Promptly (but in no event more than 120 days) after any Lender becomes aware of any circumstance that will, in its reasonable judgment, result in a request for increased compensation pursuant to this SECTION 3.05amount, such Lender shall notify the relevant Borrower thereof. Failure on the part of or Issuing Bank may use any Lender so to notify any Borrower 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 any other period. The protection of this SECTION 3.05 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 imposedreasonable averaging and attribution methods.

Increased Costs and Reduced Return. (a) If on or after the date hereof, the adoption of or any change 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):: (i) shall subject such subjects any Lender or Issuing Bank (or its Applicable Lending Office) to any tax Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of any kind whatsoever with respect to any Letter the definition of Excluded Taxes and (C) Connection Income Taxes) on its Revolving Loans, Letters of Credit, any Bankers' AcceptanceCommitments, any Eurodollar Loans made by it or any of its Notes other obligations under the Credit Documents, or its obligation to make Eurodollar Loansdeposits, to participate in Letters of Credit reserves, other liabilities or to accept Bankers' Acceptances, 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(e)) and (B) Excluded Taxes);capital attributable thereto; or (ii) shall imposeimposes, modify modifies or hold deems applicable any reserve, special deposit, compulsory loan loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding for any Eurocurrency Loan any such requirement included in an applicable Statutory Reserve Rate) 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 Issuing Bank (or its Applicable Lending Office) which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose or imposes on such any Lender or Issuing Bank (or its Applicable Lending Office) or on the London interbank market any other condition condition, cost or expense (excluding other than Taxes) affecting its Revolving Loans, Letters of Credit, any tax Reimbursement Obligations owed to it, or its participation in any thereof, or its obligation to advance or maintain Revolving Loans, or to issue, extend the expiration date of, or increase the amount of Letters of Credit or participate in any kind whatsoever)thereof; and the result of any of the foregoing is to increase the cost to such Lender or Issuing Bank (or its Applicable Lending Office) of makingadvancing, converting intocontinuing, continuing converting, or maintaining any Eurodollar LoansRevolving Loan, or maintaining its obligation to make any such Revolving Loan, or issuing or participating in Letters maintaining a Letter of Credit or accepting Bankers' Acceptances participating therein (or maintaining its obligation to issue, extend the expiration date of, increase the amount of or participate in any Letter of Credit), or to reduce the amount of any amount sum received or receivable hereunder by such Lender or Issuing Bank (or its Applicable Lending Office) in respect thereofconnection therewith under this Agreement or any other Credit Document, then, in any such casesubject to Section 8.3(d), upon notice from time to each relevant Borrower time, within ten (10) days after receipt of a certificate from such Lender, through Lender or Issuing Bank (with a copy to the relevant Administrative Agent) pursuant to Section 8.3(d) setting forth in reasonable detail such determination and the basis thereof, in accordance herewith, each relevant the Borrower shall be obligated to promptly pay to such Lender, upon its demand, any Lender or Issuing Bank 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 Issuing Bank for such increased cost costs or reduced amount receivablereductions suffered. (b) If the Administrative Agent or any Lender or Issuing Bank shall have determined that any Change in Law affecting the adoption Administrative Agent or the effectiveness of, such Lender 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 LenderIssuing Bank, or its parent corporationApplicable Lending Office, with any request regarding liquidity or directive regarding capital adequacy (whether or not having the force of Law) of any such Governmental Authority, central bank or comparable agencyadequacy, has or would have the effect of reducing the rate of return on such Lender's (’s or parent corporation's) Issuing Bank’s capital, or on the capital of any Person controlling such Lender or assets Issuing Bank, as a consequence of its commitments or obligations hereunder to a level below that which such Lender, Lender or its parent corporation, Issuing Bank could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender's (’s or parent corporation's) Issuing Bank’s or its controlling Person’s policies with respect to capital adequacyadequacy in effect immediately before such Change in Law or compliance) then, subject to Section 8.3(d), thenfrom time to time, upon notice within ten (10) days after its receipt of a certificate from such Lender or Issuing Bank (with a copy to the relevant BorrowerAdministrative Agent) pursuant to Section 8.3(d) setting forth in reasonable detail such determination and the basis thereof, each relevant the Borrower shall be obligated to pay to such Lender or Issuing Bank 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) or Issuing Bank for such reduction. Each determination by any such Lender of amounts owing under this SECTION 3.05 shall, absent manifest error be conclusive and binding on the parties heretoreductions suffered. (c) If the cost to any Lender of making or maintaining any Revolving Loan to, or participating in any Letter of Credit issued for the account of or made to, the Borrower is increased (or the amount of any sum received or receivable by any Lender (or its Applicable Lending Office) is reduced) by an amount deemed by such Lender to be material, by reason of the fact that the Borrower is incorporated in, or conducts business in, a jurisdiction other than the United States of America, the Cayman Islands, or other Specified Jurisdictions, the Borrower shall, subject to Section 8.3(d), indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this Section 8.3(c) and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. Notwithstanding the foregoing, no Lender shall be entitled to compensation under this Section 8.3(c) to the extent the increased costs for which such Lender is claiming compensation have been or are being incurred at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor was entitled immediately prior to the assignment to such Lender to receive compensation with respect to such increased costs pursuant to this Section 8.3(c). The foregoing provisions shall not apply to Taxes on payments by any Loan Party hereunder, which shall be governed solely by Section 3.3. (d) The Administrative Agent and each Lender and Issuing Bank that determines to seek compensation or additional interest under this Section 8.3 or Section 2.15 shall give written notice to the Borrower and, in the case of a Lender or Issuing Bank other than the Administrative Agent, the Administrative Agent, of the circumstances that entitle the Administrative Agent or such Lender or Issuing Bank to such compensation no later than one hundred eighty (180) days after the Administrative Agent or such Lender or Issuing Bank receives actual notice or obtains actual knowledge of the law, rule, order or interpretation or occurrence of another event giving rise to a claim hereunder. In any event the Borrower shall not have any obligation to pay any amount with respect to claims accruing prior to the 180th day preceding such written demand, except if the law, rule, order or interpretation giving rise to such request for compensation has retroactive effect, such one hundred eighty (180) day period shall be extended to include such retroactive period. The Administrative Agent and each Lender and Issuing Bank shall use reasonable efforts to avoid the need for, or reduce the amount of, such compensation, additional interest, and any payment under Section 3.3, including, without limitation, the designation of a different Applicable Lending Office, if such action or designation will not, in the sole judgment of the Administrative Agent or such Lender or Issuing Bank made in good faith, be otherwise disadvantageous to it; provided that (i) the foregoing shall not in any way affect the rights of any Lender or Issuing Bank or the obligations of the Borrower under this Section 8.3 or Section 2.15, (ii) no Lender or Issuing Bank shall be obligated to make its Eurocurrency Loans hereunder or fund any amount due in respect of a Letter of Credit at any office located in the United States of America, and (iii) the Borrower shall pay the Lender’s reasonable costs and expenses incurred in connection with any such designation of a different Applicable Lending Office. A certificate of the Administrative Agent or any Lender or Issuing Bank, as applicable, claiming compensation or additional interest under this Section 8.3 or Section 2.15, and setting forth the additional amount or amounts to be paid to it hereunder and accompanied by a statement prepared by the Administrative Agent or such Lender or Issuing Bank, as applicable, describing in reasonable detail such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in SUBSECTION (a) or (b) abovethe calculations thereof, as the case may be, shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. The relevant Borrower shall pay each Lender or the Issuing Lender the amount shown as due on any In determining such certificate delivered by it within 10 Business Days after receipt of the same. (d) Promptly (but in no event more than 120 days) after any Lender becomes aware of any circumstance that will, in its reasonable judgment, result in a request for increased compensation pursuant to this SECTION 3.05amount, such Lender shall notify the relevant Borrower thereof. Failure on the part of or Issuing Bank may use any Lender so to notify any Borrower 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 any other period. The protection of this SECTION 3.05 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 imposedreasonable averaging and attribution methods.

Increased Costs and Reduced Return. (a) If on or after the date hereof, the adoption of or any change in any applicable Requirement of 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 Lawlaw) 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): (i) shall subject such Lender (or its Applicable Lending Office) to any tax of any kind whatsoever with respect to any Letter of Credit, any Bankers' Acceptance, any Eurodollar Loans made by it or any of its Notes or its obligation to make Eurodollar Loans, to participate in Letters of Credit or to accept Bankers' Acceptances, 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 Non-Excluded Taxes covered by SECTION 3.01 Section 3.10 (including Non-Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under SECTION 3.01(eSection 3.10(c))) and (B) Excluded Taxes); (ii) 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 Eurodollar Rate hereunder; or (iii) 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 Eurodollar Loans, Loans or issuing or participating in Letters of Credit or accepting Bankers' Acceptances or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to each relevant the Borrower from such Lender, through the relevant Administrative Agent, in accordance herewith, each relevant the Borrower shall be obligated to promptly pay such Lender, upon its demanddemand and delivery of the certificate described in clause (c) below, 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; provided that, in any such case, the Borrower may elect to convert the Eurodollar Loans made by such Lender hereunder to Base Rate Loans by giving the Administrative Agent at least one Business Day’s notice of such election, in which case the Borrower shall promptly pay to such Lender, upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 3.11. (b) If after the date hereof, any Lender shall have determined that the adoption or the effectiveness 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 law, rule or regulation 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 Lawlaw) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's ’s (or parent corporation's’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 ’s (or parent corporation's’s) policies with respect to capital adequacy), then, upon notice from such Lender to the relevant BorrowerBorrower and delivery of the certificate described in clause (c) below, each relevant 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 3.05 Section shall, absent manifest error error, be conclusive and binding on the parties hereto. (c) A certificate Each Lender shall promptly notify the Borrower and the Administrative Agent of each Lender setting forth in reasonable detail such amount or amounts as shall be necessary to compensate any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or its holding company as specified in SUBSECTION (a) or (b) above, as the case may be, shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. The relevant 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. (d) Promptly (but in no event more than 120 days) after any Lender becomes aware of any circumstance that will, in its reasonable judgment, result in a request for increased compensation pursuant to this SECTION 3.05Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such Lender shall notify compensation and will not, in the relevant Borrower thereofreasonable judgment of such Lenders be otherwise disadvantageous to such Lender. Failure on the part A certificate of any Lender so claiming compensation under this Section and setting forth the additional amount or amounts to notify any Borrower or be paid to demand compensation it hereunder (and the basis 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 any other period. The protection of this SECTION 3.05 calculation thereof) shall be available to each Lender regardless conclusive in the absence of manifest error. In determining such amount, such Lenders may use 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 imposedreasonable averaging and attribution methods.

Increased Costs and Reduced Return. (a) If 2.11.1 If, on or after the date hereof, 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): (i) shall subject such Lender (or its Applicable Lending Office) to any tax of any kind whatsoever with respect to any Letter of Credit, any Bankers' Acceptance, any Eurodollar Loans made by it or any of its Notes or its obligation to make Eurodollar Loans, to participate in Letters of Credit or to accept Bankers' Acceptances, 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(e)) and (B) Excluded Taxes); (ii) 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 Eurodollar Rate hereunder; or (iii) 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 Eurodollar Loans, issuing or participating in Letters of Credit or accepting Bankers' Acceptances or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to each relevant Borrower from such Lender, through the relevant Administrative Agent, in accordance herewith, each relevant 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. (b) If any Lender shall have determined that the adoption or the effectiveness 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 Working Capital 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 Working Capital Series Holder (or its Holding Office) to any tax, duty or other charge with respect to one or more of its Short Term Working Capital Series Notes, or shall change the basis of taxation of payments to any Short Term Working Capital Series Holder (or its Holding Office) of the principal of or interest on its Short Term Working Capital Series Notes or any other amounts due under this Indenture or any Short Term Working Capital Series Notes, except for the introduction of, or changes in the rate of, tax on the overall net income of such Short Term Working Capital 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 Working Capital Series Holder is organized (or in which such Short Term Working Capital 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 Working Capital Series Holder (or its Holding Office) or shall impose on any Short Term Working Capital 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 Working Capital Series Notes by such Short Term Working Capital Series Holder (or its Holding Office) and the result of any of the foregoing is to increase the cost to such Short Term Working Capital Series Holder (or its Holding Office) or any holding company of which such Short Term Working Capital Series Holder is a subsidiary) of purchasing, owning, holding or maintaining any one or more of its Short Term Working Capital Series Notes, or to reduce the amount of any sum received or receivable by such Short Term Working Capital Series Holder (or its Holding Office) under the Indenture and any one or more of its Short Term Working Capital Series Notes, by an amount deemed by such Short Term Working Capital 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 Working Capital 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 Working Capital 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 Working Capital Series Holder such additional amount or amounts as will, without duplication, compensate such Short Term Working Capital Series Holder (or any holding company of which such Short Term Working Capital Series Holder is a subsidiary) for such increased cost or reduction. 2.11.2 If, on or after the date hereof, any Short Term Working Capital 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 Governmental Authorityauthority, 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 Working Capital Series Holder (or parent corporation'sany holding company of which such Short Term Working Capital Series Holder is a subsidiary) capital or assets as a consequence of its commitments such Short Term Working Capital Series Holder's purchasing, owning, maintaining or obligations hereunder holding any Short Term Working Capital Series Notes to a level below that which such Lender, Short Term Working Capital Series Holder (or its parent corporation, any holding company of which such Short Term Working Capital 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 Working Capital Series Holder to be material, then from time to time, promptly upon demand by such Short Term Working Capital Series Holder (with a copy to the New Notes Administrative Agent), thenwhich demand shall be accompanied by a certificate of such Short Term Working Capital Series Holder setting forth in reasonable detail the circumstances which give rise to such reduction, upon notice from such Lender 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 relevant Borrowerextent that it shall not have already done so under any other provision of the Indenture, each relevant Borrower shall be obligated to pay to such Lender Short Term Working Capital Series Holder such additional amount or amounts as will will, without duplication, compensate such Lender on an after-tax basis Short Term Working Capital Series Holder (after taking into account applicable deductions and credits in respect or any holding company of the amount indemnifiedwhich such Short Term Working Capital Series Holder is a subsidiary) for such reduction. 2.11.3 Each Short Term Working Capital 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 Working Capital Series Holder to compensation pursuant to this Section 2.11. Each determination Short Term Working Capital 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 Working Capital 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 Working Capital Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Term Working Capital Series Holder; provided that no Short Term Working Capital 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 Working Capital Series Holder or the reasons therefor. A certificate of amounts owing any Short Term Working Capital Series Holder claiming compensation under this SECTION 3.05 shall, absent manifest error Section 2.11 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding on the parties heretofor all purposes, absent manifest error. (c) A certificate of each Lender setting forth in reasonable detail such amount or amounts as 2.11.4 The Issuer shall not be necessary required to compensate a Short Term Working Capital Series Holder as provided by this Section 2.11 if the increased cost or reduction in respect of which such Lender or its holding company as specified in SUBSECTION (a) or (b) above, as the case may be, shall be delivered claim for additional amounts arises results solely from a requirement which is applicable to the relevant Borrower Short Term Working Capital Series Holder by reason of its financial condition or assets and shall be conclusive absent manifest error. The relevant Borrower shall pay each Lender or which is not of general application to similar persons of a similar type in similar circumstances in the Issuing Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the samesame jurisdiction. (d) Promptly (but in no event more than 120 days) after any Lender becomes aware of any circumstance that will, in its reasonable judgment, result in a request for increased compensation pursuant to this SECTION 3.05, such Lender shall notify the relevant Borrower thereof. Failure on the part of any Lender so to notify any Borrower 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 any other period. The protection of this SECTION 3.05 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. (a) If 2.10.1 If, on or after the date hereof, 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): (i) shall subject such Lender (or its Applicable Lending Office) to any tax of any kind whatsoever with respect to any Letter of Credit, any Bankers' Acceptance, any Eurodollar Loans made by it or any of its Notes or its obligation to make Eurodollar Loans, to participate in Letters of Credit or to accept Bankers' Acceptances, 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(e)) and (B) Excluded Taxes); (ii) 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 Eurodollar Rate hereunder; or (iii) 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 Eurodollar Loans, issuing or participating in Letters of Credit or accepting Bankers' Acceptances or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to each relevant Borrower from such Lender, through the relevant Administrative Agent, in accordance herewith, each relevant 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. (b) If any Lender shall have determined that the adoption or the effectiveness 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 Working Capital 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 Working Capital Series Holder (or its Holding Office) to any tax, duty or other charge with respect to one or more of its Short Term Working Capital Series Notes, or shall change the basis of taxation of payments to any Short Term Working Capital Series Holder (or its Holding Office) of the principal of or interest on its Short Term Working Capital Series Notes or any other amounts due under this Indenture or any Short Term Working Capital Series Notes, except for the introduction of, or changes in the rate of, tax on the overall net income of such Short Term Working Capital 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 Working Capital Series Holder is organized (or in which such Short Term Working Capital 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 Working Capital Series Holder (or its Holding Office) or shall impose on any Short Term Working Capital 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 Working Capital Series Notes by such Short Term Working Capital Series Holder (or its Holding Office) and the result of any of the foregoing is to increase the cost to such Short Term Working Capital Series Holder (or its Holding Office or any holding company of which such Short Term Working Capital Series Holder is a subsidiary) of purchasing, owning, holding or maintaining any one or more of its Short Term Working Capital Series Notes, or to reduce the amount of any sum received or receivable by such Short Term Working Capital Series Holder (or its Holding Office) under the Indenture and any one or more of its Short Term Working Capital Series Notes, by an amount deemed by such Short Term Working Capital 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 Working Capital 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 Working Capital 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 Working Capital Series Holder such additional amount or amounts as will, without duplication, compensate such Short Term Working Capital Series Holder (or any holding company of which such Short Term Working Capital Series Holder is a subsidiary) for such increased cost or reduction. 2.10.2 If, on or after the date hereof, any Short Term Working Capital 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 Governmental Authorityauthority, 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 Working Capital Series Holder (or parent corporation'sany holding company of which such Short Term Working Capital Series Holder is a subsidiary) capital or assets as a consequence of its commitments such Short Term Working Capital Series Holder's purchasing, owning, maintaining or obligations hereunder holding any Short Term Working Capital Series Notes to a level below that which such Lender, Short Term Working Capital Series Holder (or its parent corporation, Holding Office or any holding company of which such Short Term Working Capital 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 Working Capital Series Holder to be material, then from time to time, promptly upon demand by such Short Term Working Capital Series Holder (with a copy to the New Notes Administrative Agent), thenwhich demand shall be accompanied by a certificate of such Short Term Working Capital Series Holder setting forth in reasonable detail the circumstances which give rise to such reduction, upon notice from such Lender 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 relevant Borrowerextent that it shall not have already done so under any other provision of the Indenture, each relevant Borrower shall be obligated to pay to such Lender Short Term Working Capital Series Holder such additional amount or amounts as will will, without duplication, compensate such Lender on an after-tax basis Short Term Working Capital 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 Working Capital Series Holder is a subsidiary) for such reduction. Each determination Short Term Working Capital 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 Working Capital Series Holder to compensation pursuant to this Section 2.10. Each Short Term Working Capital 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 Working Capital 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 Working Capital Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Term Working Capital Series Holder; provided that no Short Term Working Capital 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 Working Capital Series Holder or the reasons therefore. A certificate of amounts owing any Short Term Working Capital Series Holder claiming compensation under this SECTION 3.05 shall, absent manifest error Section 2.10 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding on the parties hereto. (c) A certificate of each Lender setting forth in reasonable detail such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in SUBSECTION (a) or (b) abovefor all purposes, as the case may be, shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. The relevant 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. (d) Promptly (but in no event more than 120 days) after any Lender becomes aware of any circumstance that will, in its reasonable judgment, result in a request for increased compensation pursuant to this SECTION 3.05, such Lender shall notify the relevant Borrower thereof. Failure on the part of any Lender so to notify any Borrower 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 any other period. The protection of this SECTION 3.05 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. (a) If 2.11.1 If, on or after the date hereof, 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): (i) shall subject such Lender (or its Applicable Lending Office) to any tax of any kind whatsoever with respect to any Letter of Credit, any Bankers' Acceptance, any Eurodollar Loans made by it or any of its Notes or its obligation to make Eurodollar Loans, to participate in Letters of Credit or to accept Bankers' Acceptances, 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(e)) and (B) Excluded Taxes); (ii) 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 Eurodollar Rate hereunder; or (iii) 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 Eurodollar Loans, issuing or participating in Letters of Credit or accepting Bankers' Acceptances or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to each relevant Borrower from such Lender, through the relevant Administrative Agent, in accordance herewith, each relevant 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. (b) If any Lender shall have determined that the adoption or the effectiveness 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 Working Capital 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 Working Capital Series Holder (or its Holding Office) to any tax, duty or other charge with respect to one or more of its Long Term Working Capital Series Notes, or shall change the basis of taxation of payments to any Long Term Working Capital Series Holder (or its Holding Office) of the principal of or interest on its Long Term Working Capital Series Notes or any other amounts due under this Indenture or any Long Term Working Capital Series Notes, except for the introduction of, or changes in the rate of, tax on the overall net income of such Long Term Working Capital 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 Working Capital Series Holder is organized (or in which such Long Term Working Capital 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 Working Capital Series Holder (or its Holding Office) or shall impose on any Long Term Working Capital 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 Working Capital Series Notes by such Long Term Working Capital Series Holder (or its Holding Office) and the result of any of the foregoing is to increase the cost to such Long Term Working Capital Series Holder (or its Holding Office) or any holding company of which such Long Term Working Capital Series Holder is a subsidiary) of purchasing, owning, holding or maintaining any one or more of its Long Term Working Capital Series Notes, or to reduce the amount of any sum received or receivable by such Long Term Working Capital Series Holder (or its Holding Office) under the Indenture and any one or more of its Long Term Working Capital Series Notes, by an amount deemed by such Long Term Working Capital 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 Working Capital 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 Working Capital 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 Working Capital Series Holder such additional amount or amounts as will, without duplication, compensate such Long Term Working Capital Series Holder (or any holding company of which such Long Term Working Capital Series Holder is a subsidiary) for such increased cost or reduction. 2.11.2 If, on or after the date hereof, any Long Term Working Capital 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 Governmental Authorityauthority, 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 Working Capital Series Holder (or parent corporation'sany holding company of which such Long Term Working Capital Series Holder is a subsidiary) capital or assets as a consequence of its commitments such Long Term Working Capital Series Holder's purchasing, owning, maintaining or obligations hereunder holding any Long Term Working Capital Series Notes to a level below that which such Lender, Long Term Working Capital Series Holder (or its parent corporation, any holding company of which such Long Term Working Capital 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 Working Capital Series Holder to be material, then from time to time, promptly upon demand by such Long Term Working Capital Series Holder (with a copy to the New Notes Administrative Agent), thenwhich demand shall be accompanied by a certificate of such Long Term Working Capital Series Holder setting forth in reasonable detail the circumstances which give rise to such reduction, upon notice from such Lender 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 relevant Borrowerextent that it shall not have already done so under any other provision of the Indenture, each relevant Borrower shall be obligated to pay to such Lender Long Term Working Capital Series Holder such additional amount or amounts as will will, without duplication, compensate such Lender on an after-tax basis Long Term Working Capital Series Holder (after taking into account applicable deductions and credits in respect or any holding company of the amount indemnifiedwhich such Long Term Working Capital Series Holder is a subsidiary) for such reduction. Each determination by any such Lender of amounts owing under this SECTION 3.05 shall, absent manifest error be conclusive and binding on the parties hereto. (c) A certificate of each Lender setting forth in reasonable detail 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 relevant Borrower and shall be conclusive absent manifest error. The relevant 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. (d) Promptly (but in no event more than 120 days) after any Lender becomes aware of any circumstance that will, in its reasonable judgment, result in a request for increased compensation pursuant to this SECTION 3.05, such Lender shall notify the relevant Borrower thereof. Failure on the part of any Lender so to notify any Borrower 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 any other period. The protection of this SECTION 3.05 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. (a) If on or after the date hereof, 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 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 Bank (or its Applicable Lending Office) or the Issuing Bank with any request or directive (whether or not having the force of Lawlaw) from of any such authority, central bank or other Governmental Authoritycomparable agency shall impose, in each case made subsequent modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to the Effective Date (orany Eurocurrency Rate Advance, if later, the date on any such requirement with respect to which such Lender becomes a Lender): (i) shall subject such Lender Bank or the Issuing Bank is entitled to compensation during the relevant Interest Period under Section 2.10), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Applicable Lending Office) to or the Issuing Bank or shall impose on any tax of any kind whatsoever with respect to any Letter of Credit, any Bankers' Acceptance, any Eurodollar Loans made by it or any of its Notes or its obligation to make Eurodollar Loans, to participate in Letters of Credit or to accept Bankers' Acceptances, or change the basis of taxation of payments to such Lender Bank (or its Applicable Lending Office) in respect thereof (except or the Issuing Bank or on the United States market for (A) Taxes and Other Taxes covered by SECTION 3.01 (including Taxes imposed solely by reason certificates of any failure of such Lender to comply with its obligations under SECTION 3.01(e)) and (B) Excluded Taxes); (ii) shall impose, modify deposit 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 Eurodollar Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) London interbank market any other condition (excluding any tax of any kind whatsoever); affecting its Eurocurrency Rate Advances, its Note or its obligation to make Eurocurrency Rate Advances and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or the Issuing Bank of making, converting into, continuing making or maintaining any Eurodollar LoansEurocurrency Rate Advance to a Borrower, issuing or participating in Letters of Credit or accepting Bankers' Acceptances or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) or the Issuing Bank under this Agreement or under its Note with respect thereto, by an amount receivable hereunder deemed by such Bank in respect thereofits reasonable judgment to be material, then, in any within ten (10) days after demand by such case, upon notice Bank or the Issuing Bank (with a copy to each relevant Borrower from such Lender, through the relevant Administrative Agent), in accordance herewith, each relevant Borrower the Company shall be obligated pay to promptly pay such Lender, upon its demand, any Bank 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 Bank or the amount indemnified) Issuing Bank for such increased cost or reduced amount receivable. (b) reduction. If any Lender Bank or Issuing Bank shall have determined that that, after the date hereof, the adoption of any applicable law, rule or the effectiveness ofregulation regarding capital adequacy, or any change inin any such law, rule or regulation, 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 Bank (or its parent corporation, Applicable Lending Office) or the Issuing Bank with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of Lawlaw) of any such Governmental Authorityauthority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender's Bank (or parent corporation'sits parent) capital or assets the Issuing Bank as a consequence of its commitments such Bank's or the Issuing Bank's obligations hereunder to a level below that which such Lender, Bank (or its parent corporation, parent) or the Issuing Bank 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 Bank or the Issuing Bank in its reasonable judgment to be material, then from time to time, within ten (10) days after demand by such Bank or the Issuing Bank (with a copy to the Administrative Agent), then, upon notice from such Lender to the relevant Borrower, each relevant Borrower Company shall be obligated to pay to such Lender Bank or the Issuing Bank such additional amount or amounts as will compensate such Lender on an after-tax basis Bank (after taking into account applicable deductions and credits in respect of or its parent) or the amount indemnified) Issuing Bank for such reduction. Each determination by any such Lender of amounts owing under this SECTION 3.05 shall, absent manifest error be conclusive Bank or Issuing Bank shall promptly notify the Company and binding on the parties hereto. (c) A certificate of each Lender setting forth in reasonable detail 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 relevant Borrower and shall be conclusive absent manifest error. The relevant 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. (d) Promptly (but in no event more than 120 days) after any Lender becomes aware Administrative Agent of any circumstance that willevent of which it has knowledge, in its reasonable judgmentoccurring after the date hereof, result in a request for increased which will entitle such Bank or Issuing Bank to compensation pursuant to this SECTION 3.05Section 2.11 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such Lender shall notify compensation and will not, in the relevant Borrower thereofjudgment of such Bank or the Issuing Bank, be otherwise disadvantageous to such Bank. Failure on the part A certificate of any Lender so Bank or the Issuing Bank claiming compensation under this Section 2.11 and setting forth the additional amount or amounts to notify any Borrower or be paid 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 any other period. The protection of this SECTION 3.05 it hereunder shall be available to each Lender regardless conclusive in the absence of manifest error. In determining such amount, such Bank or the Issuing Bank may use 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 imposedreasonable averaging and attribution methods.

Increased Costs and Reduced Return. (a) If 2.10.1 If, on or after the date hereof, 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): (i) shall subject such Lender (or its Applicable Lending Office) to any tax of any kind whatsoever with respect to any Letter of Credit, any Bankers' Acceptance, any Eurodollar Loans made by it or any of its Notes or its obligation to make Eurodollar Loans, to participate in Letters of Credit or to accept Bankers' Acceptances, 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(e)) and (B) Excluded Taxes); (ii) 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 Eurodollar Rate hereunder; or (iii) 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 Eurodollar Loans, issuing or participating in Letters of Credit or accepting Bankers' Acceptances or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to each relevant Borrower from such Lender, through the relevant Administrative Agent, in accordance herewith, each relevant 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. (b) If any Lender shall have determined that the adoption or the effectiveness 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 Working Capital 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 Working Capital Series Holder (or its Holding Office) to any tax, duty or other charge with respect to one or more of its Long Term Working Capital Series Notes, or shall change the basis of taxation of payments to any Long Term Working Capital Series Holder (or its Holding Office) of the principal of or interest on its Long Term Working Capital Series Notes or any other amounts due under this Indenture or any Long Term Working Capital Series Notes, except for the introduction of, or changes in the rate of, tax on the overall net income of such Long Term Working Capital 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 Working Capital Series Holder is organized (or in which such Long Term Working Capital 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 Working Capital Series Holder (or its Holding Office) or shall impose on any Long Term Working Capital 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 Working Capital Series Notes by such Long Term Working Capital Series Holder (or its Holding Office) and the result of any of the foregoing is to increase the cost to such Long Term Working Capital Series Holder (or its Holding Office or any holding company of which such Long Term Working Capital Series Holder is a subsidiary) of purchasing, owning, holding or maintaining any one or more of its Long Term Working Capital Series Notes, or to reduce the amount of any sum received or receivable by such Long Term Working Capital Series Holder (or its Holding Office) under the Indenture and any one or more of its Long Term Working Capital Series Notes, by an amount deemed by such Long Term Working Capital 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 Working Capital 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 Working Capital 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 Working Capital Series Holder such additional amount or amounts as will, without duplication, compensate such Long Term Working Capital Series Holder (or any holding company of which such Long Term Working Capital Series Holder is a subsidiary) for such increased cost or reduction. 2.10.2 If, on or after the date hereof, any Long Term Working Capital 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 Governmental Authorityauthority, 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 Working Capital Series Holder (or parent corporation'sany holding company of which such Long Term Working Capital Series Holder is a subsidiary) capital or assets as a consequence of its commitments such Long Term Working Capital Series Holder's purchasing, owning, maintaining or obligations hereunder holding any Long Term Working Capital Series Notes to a level below that which such Lender, Long Term Working Capital Series Holder (or its parent corporation, Holding Office or any holding company of which such Long Term Working Capital 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 Working Capital Series Holder to be material, then from time to time, promptly upon demand by such Long Term Working Capital Series Holder (with a copy to the New Notes Administrative Agent), thenwhich demand shall be accompanied by a certificate of such Long Term Working Capital Series Holder setting forth in reasonable detail the circumstances which give rise to such reduction, upon notice from such Lender 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 relevant Borrowerextent that it shall not have already done so under any other provision of the Indenture, each relevant Borrower shall be obligated to pay to such Lender Long Term Working Capital Series Holder such additional amount or amounts as will will, without duplication, compensate such Lender on an after-tax basis Long Term Working Capital 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 Working Capital Series Holder is a subsidiary) for such reduction. Each determination Long Term Working Capital 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 Working Capital Series Holder to compensation pursuant to this Section 2.10. Each Long Term Working Capital 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 Working Capital 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 Working Capital Series Holder, be otherwise disadvantageous (economically or otherwise) to such Long Term Working Capital Series Holder; provided that no Long Term Working Capital 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 Working Capital Series Holder or the reasons therefore. A certificate of amounts owing any Long Term Working Capital Series Holder claiming compensation under this SECTION 3.05 shall, absent manifest error Section 2.10 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive and binding on the parties hereto. (c) A certificate of each Lender setting forth in reasonable detail such amount or amounts as shall be necessary to compensate such Lender or its holding company as specified in SUBSECTION (a) or (b) abovefor all purposes, as the case may be, shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. The relevant 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. (d) Promptly (but in no event more than 120 days) after any Lender becomes aware of any circumstance that will, in its reasonable judgment, result in a request for increased compensation pursuant to this SECTION 3.05, such Lender shall notify the relevant Borrower thereof. Failure on the part of any Lender so to notify any Borrower 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 any other period. The protection of this SECTION 3.05 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.