Common use of Increased Costs and Reduced Return Clause in Contracts

Increased Costs and Reduced Return. (a) If any Change in Law: (i) subjects any Lender or Issuing Bank (or its Applicable Lending Office) or the Administrative Agent to any Tax (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its Revolving Loans, Letters of Credit, Commitments, or other obligations under the Credit Documents, or its deposits, reserves, other liabilities or capital attributable thereto; or (ii) imposes, modifies or deems applicable any reserve, special deposit, compulsory 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 of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank (or its Applicable Lending Office) or imposes on any Lender or Issuing Bank (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense (other than Taxes) affecting its Revolving Loans, Letters of Credit, any 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 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 advancing, continuing, converting, or maintaining any Revolving Loan, or maintaining its obligation to make any such Revolving Loan, or issuing or maintaining a Letter of Credit or 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 sum received or receivable by such Lender or Issuing Bank (or its Applicable Lending Office) or the Administrative Agent in connection therewith under this Agreement or any other Credit Document, then, subject to Section 8.3(d), from time to time, within ten (10) days after receipt of a certificate from such Lender or Issuing Bank (with a copy to the Administrative Agent) or the Administrative Agent pursuant to Section 8.3(d) setting forth in reasonable detail such determination and the basis thereof, the Borrower shall be obligated to pay to such Lender, Issuing Bank or Administrative Agent such additional amount or amounts as will compensate such Lender, Issuing Bank or Administrative Agent for such increased costs or reductions suffered. (b) If the Administrative Agent or any Lender or Issuing Bank shall have determined that any Change in Law affecting the Administrative Agent or such Lender or Issuing Bank, or its Applicable Lending Office, regarding liquidity or capital adequacy, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital, or on the capital of any Person controlling such Lender or Issuing Bank, as a consequence of its obligations hereunder to a level below that which such Lender or Issuing Bank could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s or its controlling Person’s policies with respect to capital adequacy in effect immediately before such Change in Law or compliance) then, subject to Section 8.3(d), from time to time, within ten (10) days after its receipt of a certificate from such Lender or Issuing Bank (with a copy to the Administrative Agent) pursuant to Section 8.3(d) setting forth in reasonable detail such determination and the basis thereof, the Borrower shall pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender or Issuing Bank for such reductions 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 the calculations thereof, shall be conclusive absent manifest error. In determining such amount, such Lender or Issuing Bank may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Return. 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, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Short Term Trade Series Holder (aor its Holding Office) If with any Change in Law: request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) subjects shall subject any Lender or Issuing Bank Short Term Trade Series Holder (or its Applicable Lending Holding Office) or the Administrative Agent to any Tax tax, duty or other charge with respect to one or more of its Short Term Trade Series Notes, or shall change the basis of taxation of payments to any Short Term Trade Series Holder (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (dor its Holding Office) of the definition principal of Excluded Taxes and (C) Connection Income Taxes) or interest on its Revolving LoansShort Term Trade Series Notes or any other amounts due under this Indenture or any Short Term Trade Series Notes, Letters of Credit, Commitmentsexcept for the introduction of, or other obligations changes in the rate of, tax on the overall net income of such Short Term Trade Series Holder (or its Holding Office), or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the Credit Documents, laws of which such Short Term Trade Series Holder is organized (or its deposits, reserves, other liabilities in which such Short Term Trade Series Holder's Holding Office is located); or capital attributable thereto; or (ii) imposesshall impose, modifies modify or deems deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System and minimum reserve requirements of the European Central Bank but excluding for any Eurocurrency Loan any such requirement included in an applicable Statutory Eurodollar Reserve Rate) Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank Short Term Trade Series Holder (or its Applicable Lending Holding Office) or imposes shall impose on any Lender or Issuing Bank Short Term Trade Series Holder (or its Applicable Lending Holding Office) or on the London interbank market any other conditioncondition affecting the purchasing, cost owning, holding or expense maintaining of any one or more Short Term Trade Series Notes by such Short Term Trade Series Holder (other than Taxes) affecting its Revolving Loans, Letters of Credit, any 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 thereof; Holding Office) and the result of any of the foregoing is to increase the cost to such Lender or Issuing Bank Short Term Trade Series Holder (or its Applicable Lending OfficeHolding Office or any holding company of which such Short Term Trade Series Holder is a subsidiary) of advancingpurchasing, continuingowning, converting, holding or maintaining any Revolving Loan, one or maintaining more of its obligation to make any such Revolving Loan, or issuing or maintaining a Letter of Credit or participating therein (or maintaining its obligation to issue, extend the expiration date of, increase the amount of or participate in any Letter of Credit)Short Term Trade Series Notes, or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank Short Term Trade Series Holder (or its Applicable Lending Holding Office) under the Indenture and any one or the Administrative Agent in connection therewith under more of its Short Term Trade Series Notes, by an amount deemed by such Short Term Trade Series Holder to be material (excluding, for purposes of this Agreement Section 2.10.1 any increased costs or any other Credit Documentreductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.7), then, subject to Section 8.3(d), from time to time, within ten (10) days after receipt of a certificate from promptly upon demand by such Lender or Issuing Bank Short Term Trade Series Holder (with a copy to the Administrative Agent) or the New Notes Administrative Agent pursuant to Section 8.3(d) and the Calculation Agent), which demand shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such determination increase or reduction, the amount of the claim and the basis thereofcalculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Borrower Issuer shall, to the extent that it shall be obligated to not have done so under any other provision of the Indenture, pay to such Lender, Issuing Bank or Administrative Agent Short Term Trade Series Holder such additional amount or amounts as will will, without duplication, compensate such Lender, Issuing Bank Short Term Trade Series Holder (or Administrative Agent any holding company of which such Short Term Trade Series Holder is a subsidiary) for such increased costs cost or reductions sufferedreduction. (b) If 2.10.2 If, on or after the Administrative Agent date hereof, any Short Term Trade Series Holder shall determine that the adoption of any applicable law, rule or any Lender or Issuing Bank shall have determined that any Change in Law affecting the Administrative Agent or such Lender or Issuing Bank, or its Applicable Lending Office, regulation regarding liquidity or capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital, or on the capital of any Person controlling Short Term Trade Series Holder (or any holding company of which such Lender or Issuing Bank, Short Term Trade Series Holder is a subsidiary) as a consequence of its obligations hereunder such Short Term Trade Series Holder's purchasing, owning, maintaining or holding any Short Term Trade Series Notes to a level below that which such Lender Short Term Trade Series Holder (or Issuing Bank its Holding Office or any holding company of which such Short Term Trade Series Holder is a subsidiary) could have achieved but for such Change in Law adoption, change, request or directive (taking into consideration such Lender’s or Issuing Bank’s or its controlling Person’s policies with respect to capital adequacy in effect immediately before such Change in Law or compliance) then, subject to Section 8.3(d), from time to time, within ten (10) days after its receipt of a certificate from such Lender or Issuing Bank (with a copy to the Administrative Agent) pursuant to Section 8.3(d) setting forth in reasonable detail such determination and the basis thereof, the Borrower shall pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender or Issuing Bank for such reductions 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 reducedadequacy) by an amount deemed by such Lender Short Term Trade Series Holder to be material, by reason of the fact that the Borrower is incorporated inthen from time to time, 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 promptly upon demand by such Lender Short Term Trade Series Holder (with a copy to the New Notes Administrative Agent), which demand shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such 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 already done so under any other provision of the Indenture, pay to such Short Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Short Term Trade Series Holder or its Holding Office (or any holding company of which such Short Term Trade Series Holder is a subsidiary) for such reduction. Each Short Term Trade Series Holder will promptly notify the Issuer, the New Notes Administrative Agent and the Calculation Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Short Term Trade Series Holder to compensation pursuant to this Section 2.10. Each Short Term Trade Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.10, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize or eliminate the requirement of such compensation by transferring its Short Term Trade Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Short Term Trade Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Term Trade Series Holder; provided that no Short Term Trade Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Short Term Trade Series Holder or the reasons therefore. A certificate of such Lender any Short Term Trade Series Holder claiming compensation under this Section 8.3(c) 2.10 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 foregoingand binding for all purposes, 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 the calculations thereof, shall be conclusive absent manifest error. In determining such amount, such Lender or Issuing Bank may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Return. 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, rule or regulation, or any change in the interpretation or administration thereof 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 (aor its Holding Office) If with any Change in Law: request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) subjects shall subject any Lender or Issuing Bank Long Term Working Capital Series Holder (or its Applicable Lending Holding Office) or the Administrative Agent to any Tax 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 (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (dor its Holding Office) of the definition principal of Excluded Taxes and (C) Connection Income Taxes) or interest on its Revolving LoansLong Term Working Capital Series Notes or any other amounts due under this Indenture or any Long Term Working Capital Series Notes, Letters of Credit, Commitmentsexcept for the introduction of, or other obligations 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 Credit Documents, laws of which such Long Term Working Capital Series Holder is organized (or its deposits, reserves, other liabilities in which such Long Term Working Capital Series Holder's Holding Office is located); or capital attributable thereto; or (ii) imposesshall impose, modifies modify or deems deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System and minimum reserve requirements of the European Central Bank but excluding for any Eurocurrency Loan any such requirement included in an applicable Statutory Eurodollar Reserve Rate) Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank Long Term Working Capital Series Holder (or its Applicable Lending Holding Office) or imposes shall impose on any Lender or Issuing Bank Long Term Working Capital Series Holder (or its Applicable Lending Holding Office) or on the London interbank market any other conditioncondition affecting the purchasing, cost owning, holding or expense maintaining of any one or more Long Term Working Capital Series Notes by such Long Term Working Capital Series Holder (other than Taxes) affecting its Revolving Loans, Letters of Credit, any 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 thereof; Holding Office) and the result of any of the foregoing is to increase the cost to such Lender or Issuing Bank Long Term Working Capital Series Holder (or its Applicable Lending OfficeHolding Office or any holding company of which such Long Term Working Capital Series Holder is a subsidiary) of advancingpurchasing, continuingowning, converting, holding or maintaining any Revolving Loan, one or maintaining more of its obligation to make any such Revolving Loan, or issuing or maintaining a Letter of Credit or participating therein (or maintaining its obligation to issue, extend the expiration date of, increase the amount of or participate in any Letter of Credit)Long Term Working Capital Series Notes, or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank Long Term Working Capital Series Holder (or its Applicable Lending Holding Office) under the Indenture and any one or the Administrative Agent in connection therewith under 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 Agreement Section 2.10.1 any increased costs or any other Credit Documentreductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.7), then, subject to Section 8.3(d), from time to time, within ten (10) days after receipt of a certificate from promptly upon demand by such Lender or Issuing Bank Long Term Working Capital Series Holder (with a copy to the Administrative Agent) or the New Notes Administrative Agent pursuant to Section 8.3(d) 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 determination increase or reduction, the amount of the claim and the basis thereofcalculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Borrower Issuer shall, to the extent that it shall be obligated to not have done so under any other provision of the Indenture, pay to such Lender, Issuing Bank or Administrative Agent Long Term Working Capital Series Holder such additional amount or amounts as will will, without duplication, compensate such Lender, Issuing Bank Long Term Working Capital Series Holder (or Administrative Agent any holding company of which such Long Term Working Capital Series Holder is a subsidiary) for such increased costs cost or reductions sufferedreduction. (b) If 2.10.2 If, on or after the Administrative Agent date hereof, any Long Term Working Capital Series Holder shall determine that the adoption of any applicable law, rule or any Lender or Issuing Bank shall have determined that any Change in Law affecting the Administrative Agent or such Lender or Issuing Bank, or its Applicable Lending Office, regulation regarding liquidity or capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital, or on the capital of any Person controlling Long Term Working Capital Series Holder (or any holding company of which such Lender or Issuing Bank, Long Term Working Capital Series Holder is a subsidiary) as a consequence of its obligations hereunder such Long Term Working Capital Series Holder's purchasing, owning, maintaining or holding any Long Term Working Capital Series Notes to a level below that which such Lender Long Term Working Capital Series Holder (or Issuing Bank its Holding Office or any holding company of which such Long Term Working Capital Series Holder is a subsidiary) could have achieved but for such Change in Law adoption, change, request or directive (taking into consideration such Lender’s or Issuing Bank’s or its controlling Person’s policies with respect to capital adequacy in effect immediately before such Change in Law or compliance) then, subject to Section 8.3(d), from time to time, within ten (10) days after its receipt of a certificate from such Lender or Issuing Bank (with a copy to the Administrative Agent) pursuant to Section 8.3(d) setting forth in reasonable detail such determination and the basis thereof, the Borrower shall pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender or Issuing Bank for such reductions 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 reducedadequacy) by an amount deemed by such Lender Long Term Working Capital Series Holder to be material, by reason of the fact that the Borrower is incorporated inthen from time to time, 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 promptly upon demand by such Lender Long Term Working Capital Series Holder (with a copy to the New Notes Administrative 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 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 already 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 its Holding Office (or any holding company of which such Long Term Working Capital Series Holder is a subsidiary) for such reduction. Each 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 Long Term Working Capital Series Holder or the reasons therefore. A certificate of such Lender any Long Term Working Capital Series Holder claiming compensation under this Section 8.3(c) 2.10 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 foregoingand binding for all purposes, 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 the calculations thereof, shall be conclusive absent manifest error. In determining such amount, such Lender or Issuing Bank may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Return. 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, rule or regulation, or any change in the interpretation or administration thereof 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 (aor its Holding Office) If with any Change in Law: request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) subjects shall subject any Lender or Issuing Bank Long Term Working Capital Series Holder (or its Applicable Lending Holding Office) or the Administrative Agent to any Tax 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 (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (dor its Holding Office) of the definition principal of Excluded Taxes and (C) Connection Income Taxes) or interest on its Revolving LoansLong Term Working Capital Series Notes or any other amounts due under this Indenture or any Long Term Working Capital Series Notes, Letters of Credit, Commitmentsexcept for the introduction of, or other obligations 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 Credit Documents, laws of which such Long Term Working Capital Series Holder is organized (or its deposits, reserves, other liabilities in which such Long Term Working Capital Series Holder's Holding Office is located); or capital attributable thereto; or (ii) imposesshall impose, modifies modify or deems deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System and minimum reserve requirements of the European Central Bank but excluding for any Eurocurrency Loan any such requirement included in an applicable Statutory Eurodollar Reserve Rate) Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank Long Term Working Capital Series Holder (or its Applicable Lending Holding Office) or imposes shall impose on any Lender or Issuing Bank Long Term Working Capital Series Holder (or its Applicable Lending Holding Office) or on the London interbank market any other conditioncondition affecting the purchasing, cost owning, holding or expense maintaining of any one or more Long Term Working Capital Series Notes by such Long Term Working Capital Series Holder (other than Taxes) affecting its Revolving Loans, Letters of Credit, any 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 thereof; Holding Office) and the result of any of the foregoing is to increase the cost to such Lender or Issuing Bank Long Term Working Capital Series Holder (or its Applicable Lending Holding Office) or any holding company of advancingwhich such Long Term Working Capital Series Holder is a subsidiary) of purchasing, continuingowning, converting, holding or maintaining any Revolving Loan, one or maintaining more of its obligation to make any such Revolving Loan, or issuing or maintaining a Letter of Credit or participating therein (or maintaining its obligation to issue, extend the expiration date of, increase the amount of or participate in any Letter of Credit)Long Term Working Capital Series Notes, or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank Long Term Working Capital Series Holder (or its Applicable Lending Holding Office) under the Indenture and any one or the Administrative Agent in connection therewith under 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 Agreement Section 2.11.1 any increased costs or any other Credit Documentreductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.8), then, subject to Section 8.3(d), from time to time, within ten (10) days after receipt of a certificate from promptly upon demand by such Lender or Issuing Bank Long Term Working Capital Series Holder (with a copy to the Administrative Agent) or the New Notes Administrative Agent pursuant to Section 8.3(d) 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 determination increase or reduction, the amount of the claim and the basis thereofcalculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Borrower Issuer shall, to the extent that it shall be obligated to not have done so under any other provision of the Indenture, pay to such Lender, Issuing Bank or Administrative Agent Long Term Working Capital Series Holder such additional amount or amounts as will will, without duplication, compensate such Lender, Issuing Bank Long Term Working Capital Series Holder (or Administrative Agent any holding company of which such Long Term Working Capital Series Holder is a subsidiary) for such increased costs cost or reductions sufferedreduction. (b) If 2.11.2 If, on or after the Administrative Agent date hereof, any Long Term Working Capital Series Holder shall determine that the adoption of any applicable law, rule or any Lender or Issuing Bank shall have determined that any Change in Law affecting the Administrative Agent or such Lender or Issuing Bank, or its Applicable Lending Office, regulation regarding liquidity or capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital, or on the capital of any Person controlling Long Term Working Capital Series Holder (or any holding company of which such Lender or Issuing Bank, Long Term Working Capital Series Holder is a subsidiary) as a consequence of its obligations hereunder such Long Term Working Capital Series Holder's purchasing, owning, maintaining or holding any Long Term Working Capital Series Notes to a level below that which such Lender Long Term Working Capital Series Holder (or Issuing Bank any holding company of which such Long Term Working Capital Series Holder is a subsidiary) could have achieved but for such Change in Law adoption, change, request or directive (taking into consideration such Lender’s or Issuing Bank’s or its controlling Person’s policies with respect to capital adequacy in effect immediately before such Change in Law or compliance) then, subject to Section 8.3(d), from time to time, within ten (10) days after its receipt of a certificate from such Lender or Issuing Bank (with a copy to the Administrative Agent) pursuant to Section 8.3(d) setting forth in reasonable detail such determination and the basis thereof, the Borrower shall pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender or Issuing Bank for such reductions 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 reducedadequacy) by an amount deemed by such Lender Long Term Working Capital Series Holder to be material, by reason of the fact that the Borrower is incorporated inthen from time to time, 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 promptly upon demand by such Lender Long Term Working Capital Series Holder (with a copy to the New Notes Administrative Agent). A , which demand shall be accompanied by a certificate of such Lender claiming compensation under this Section 8.3(c) and Long Term Working Capital Series Holder setting forth in reasonable detail the circumstances which give rise to such 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 already done so under any other provision of the Indenture, pay to such Long Term Working Capital Series Holder such additional amount or amounts to be paid to it hereunder as will, without duplication, compensate such Long Term Working Capital Series Holder (and the basis for the calculation or any holding company 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 Long Term Working Capital Series Holder is claiming compensation have been or are being incurred at the time a subsidiary) for 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 3.3reduction. (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 the calculations thereof, shall be conclusive absent manifest error. In determining such amount, such Lender or Issuing Bank may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Return. 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, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Long Term Trade Series Holder (aor its Holding Office) If with any Change in Law: request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) subjects shall subject any Lender or Issuing Bank Long Term Trade Series Holder (or its Applicable Lending Holding Office) or the Administrative Agent to any Tax tax, duty or other charge with respect to one or more of its Long Term Trade Series Notes, or shall change the basis of taxation of payments to any Long Term Trade Series Holder (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (dor its Holding Office) of the definition principal of Excluded Taxes and (C) Connection Income Taxes) or interest on its Revolving LoansLong Term Trade Series Notes or any other amounts due under this Indenture or any Long Term Trade Series Notes, Letters of Credit, Commitmentsexcept for the introduction of, or other obligations changes in the rate of, tax on the overall net income of such Long Term Trade Series Holder (or its Holding Office), or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the Credit Documents, laws of which such Long Term Trade Series Holder is organized (or its deposits, reserves, other liabilities in which such Long Term Trade Series Holder's Holding Office is located); or capital attributable thereto; or (ii) imposesshall impose, modifies modify or deems deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System and minimum reserve requirements of the European Central Bank but excluding for any Eurocurrency Loan any such requirement included in an applicable Statutory Eurodollar Reserve Rate) Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank Long Term Trade Series Holder (or its Applicable Lending Holding Office) or imposes shall impose on any Lender or Issuing Bank Long Term Trade Series Holder (or its Applicable Lending Holding Office) or on the London interbank market any other conditioncondition affecting the purchasing, cost owning, holding or expense maintaining of any one or more Long Term Trade Series Notes by such Long Term Trade Series Holder (other than Taxes) affecting its Revolving Loans, Letters of Credit, any 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 thereof; Holding Office) and the result of any of the foregoing is to increase the cost to such Lender or Issuing Bank Long Term Trade Series Holder (or its Applicable Lending Holding Office) or any holding company of advancingwhich such Long Term Trade Series Holder is a subsidiary) of purchasing, continuingowning, converting, holding or maintaining any Revolving Loan, one or maintaining more of its obligation to make any such Revolving Loan, or issuing or maintaining a Letter of Credit or participating therein (or maintaining its obligation to issue, extend the expiration date of, increase the amount of or participate in any Letter of Credit)Long Term Trade Series Notes, or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank Long Term Trade Series Holder (or its Applicable Lending Holding Office) under the Indenture and any one or the Administrative Agent in connection therewith under more of its Long Term Trade Series Notes, by an amount deemed by such Long Term Trade Series Holder to be material (excluding, for purposes of this Agreement Section 2.11.1 any increased costs or any other Credit Documentreductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.8), then, subject to Section 8.3(d), from time to time, within ten (10) days after receipt of a certificate from promptly upon demand by such Lender or Issuing Bank Long Term Trade Series Holder (with a copy to the Administrative Agent) or the New Notes Administrative Agent pursuant to Section 8.3(d) and the Calculation Agent), which demand shall be accompanied by a certificate of such Long Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such determination increase or reduction, the amount of the claim and the basis thereofcalculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Borrower Issuer shall, to the extent that it shall be obligated to not have done so under any other provision of the Indenture, pay to such Lender, Issuing Bank or Administrative Agent Long Term Trade Series Holder such additional amount or amounts as will will, without duplication, compensate such Lender, Issuing Bank Long Term Trade Series Holder (or Administrative Agent any holding company of which such Long Term Trade Series Holder is a subsidiary) for such increased costs cost or reductions sufferedreduction. (b) If 2.11.2 If, on or after the Administrative Agent date hereof, any Long Term Trade Series Holder shall determine that the adoption of any applicable law, rule or any Lender or Issuing Bank shall have determined that any Change in Law affecting the Administrative Agent or such Lender or Issuing Bank, or its Applicable Lending Office, regulation regarding liquidity or capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital, or on the capital of any Person controlling Long Term Trade Series Holder (or any holding company of which such Lender or Issuing Bank, Long Term Trade Series Holder is a subsidiary) as a consequence of its obligations hereunder such Long Term Trade Series Holder's purchasing, owning, maintaining or holding any Long Term Trade Series Notes to a level below that which such Lender Long Term Trade Series Holder (or Issuing Bank any holding company of which such Long Term Trade Series Holder is a subsidiary) could have achieved but for such Change in Law adoption, change, request or directive (taking into consideration such Lender’s or Issuing Bank’s or its controlling Person’s policies with respect to capital adequacy in effect immediately before such Change in Law or compliance) then, subject to Section 8.3(d), from time to time, within ten (10) days after its receipt of a certificate from such Lender or Issuing Bank (with a copy to the Administrative Agent) pursuant to Section 8.3(d) setting forth in reasonable detail such determination and the basis thereof, the Borrower shall pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender or Issuing Bank for such reductions 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 reducedadequacy) by an amount deemed by such Lender Long Term Trade Series Holder to be material, by reason of the fact that the Borrower is incorporated inthen from time to time, 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 promptly upon demand by such Lender Long Term Trade Series Holder (with a copy to the New Notes Administrative Agent), which demand shall be accompanied by a certificate of such Long Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such 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 already done so under any other provision of the Indenture, pay to such Long Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Long Term Trade Series Holder (or any holding company of which such Long Term Trade Series Holder is a subsidiary) for such reduction. 2.11.3 Each Long Term Trade Series Holder will promptly notify the Issuer, the New Notes Administrative Agent and the Calculation Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Long Term Trade Series Holder to compensation pursuant to this Section 2.11. Each Long Term Trade Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.11, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize or eliminate the requirement of such compensation by transferring its Long Term Trade Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Long Term Trade Series Holder, be otherwise disadvantageous (economically or otherwise) to such Long Term Trade Series Holder; provided that no Long Term Trade Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Long Term Trade Series Holder or the reasons therefor. A certificate of such Lender any Long Term Trade Series Holder claiming compensation under this Section 8.3(c) 2.11 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 and binding for all purposes, absent manifest error. Notwithstanding the foregoing, no Lender . 2.11.4 The Issuer shall not be entitled required to compensation under compensate a Long Term Trade Series Holder as provided by this Section 8.3(c) to the extent 2.11 if the increased costs for which such Lender is claiming compensation have been cost 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 reduction in respect of which such claim for additional amounts arises results solely from a Letter requirement which is applicable to the relevant Long Term Trade Series Holder by reason of Credit at any office located its financial condition or assets and which is not of general application to similar persons of a similar type in similar circumstances 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 the calculations thereof, shall be conclusive absent manifest error. In determining such amount, such Lender or Issuing Bank may use any reasonable averaging and attribution methodssame jurisdiction.

Increased Costs and Reduced Return. 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, rule or regulation, or any change in the interpretation or administration thereof 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 (aor its Holding Office) If with any Change in Law: request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) subjects shall subject any Lender or Issuing Bank Short Term Working Capital Series Holder (or its Applicable Lending Holding Office) or the Administrative Agent to any Tax 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 (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (dor its Holding Office) of the definition principal of Excluded Taxes and (C) Connection Income Taxes) or interest on its Revolving LoansShort Term Working Capital Series Notes or any other amounts due under this Indenture or any Short Term Working Capital Series Notes, Letters of Credit, Commitmentsexcept for the introduction of, or other obligations 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 Credit Documents, laws of which such Short Term Working Capital Series Holder is organized (or its deposits, reserves, other liabilities in which such Short Term Working Capital Series Holder's Holding Office is located); or capital attributable thereto; or (ii) imposesshall impose, modifies modify or deems deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System and minimum reserve requirements of the European Central Bank but excluding for any Eurocurrency Loan any such requirement included in an applicable Statutory Eurodollar Reserve Rate) Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank Short Term Working Capital Series Holder (or its Applicable Lending Holding Office) or imposes shall impose on any Lender or Issuing Bank Short Term Working Capital Series Holder (or its Applicable Lending Holding Office) or on the London interbank market any other conditioncondition affecting the purchasing, cost owning, holding or expense maintaining of any one or more Short Term Working Capital Series Notes by such Short Term Working Capital Series Holder (other than Taxes) affecting its Revolving Loans, Letters of Credit, any 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 thereof; Holding Office) and the result of any of the foregoing is to increase the cost to such Lender or Issuing Bank Short Term Working Capital Series Holder (or its Applicable Lending OfficeHolding Office or any holding company of which such Short Term Working Capital Series Holder is a subsidiary) of advancingpurchasing, continuingowning, converting, holding or maintaining any Revolving Loan, one or maintaining more of its obligation to make any such Revolving Loan, or issuing or maintaining a Letter of Credit or participating therein (or maintaining its obligation to issue, extend the expiration date of, increase the amount of or participate in any Letter of Credit)Short Term Working Capital Series Notes, or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank Short Term Working Capital Series Holder (or its Applicable Lending Holding Office) under the Indenture and any one or the Administrative Agent in connection therewith under 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 Agreement Section 2.10.1 any increased costs or any other Credit Documentreductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.7), then, subject to Section 8.3(d), from time to time, within ten (10) days after receipt of a certificate from promptly upon demand by such Lender or Issuing Bank Short Term Working Capital Series Holder (with a copy to the Administrative Agent) or the New Notes Administrative Agent pursuant to Section 8.3(d) 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 determination increase or reduction, the amount of the claim and the basis thereofcalculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Borrower Issuer shall, to the extent that it shall be obligated to not have done so under any other provision of the Indenture, pay to such Lender, Issuing Bank or Administrative Agent Short Term Working Capital Series Holder such additional amount or amounts as will will, without duplication, compensate such Lender, Issuing Bank Short Term Working Capital Series Holder (or Administrative Agent any holding company of which such Short Term Working Capital Series Holder is a subsidiary) for such increased costs cost or reductions sufferedreduction. (b) If 2.10.2 If, on or after the Administrative Agent date hereof, any Short Term Working Capital Series Holder shall determine that the adoption of any applicable law, rule or any Lender or Issuing Bank shall have determined that any Change in Law affecting the Administrative Agent or such Lender or Issuing Bank, or its Applicable Lending Office, regulation regarding liquidity or capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital, or on the capital of any Person controlling Short Term Working Capital Series Holder (or any holding company of which such Lender or Issuing Bank, Short Term Working Capital Series Holder is a subsidiary) as a consequence of its obligations hereunder such Short Term Working Capital Series Holder's purchasing, owning, maintaining or holding any Short Term Working Capital Series Notes to a level below that which such Lender Short Term Working Capital Series Holder (or Issuing Bank its Holding Office or any holding company of which such Short Term Working Capital Series Holder is a subsidiary) could have achieved but for such Change in Law adoption, change, request or directive (taking into consideration such Lender’s or Issuing Bank’s or its controlling Person’s policies with respect to capital adequacy in effect immediately before such Change in Law or compliance) then, subject to Section 8.3(d), from time to time, within ten (10) days after its receipt of a certificate from such Lender or Issuing Bank (with a copy to the Administrative Agent) pursuant to Section 8.3(d) setting forth in reasonable detail such determination and the basis thereof, the Borrower shall pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender or Issuing Bank for such reductions 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 reducedadequacy) by an amount deemed by such Lender Short Term Working Capital Series Holder to be material, by reason of the fact that the Borrower is incorporated inthen from time to time, 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 promptly upon demand by such Lender Short Term Working Capital Series Holder (with a copy to the New Notes Administrative 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 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 already 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 its Holding Office (or any holding company of which such Short Term Working Capital Series Holder is a subsidiary) for such reduction. 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 2.10. 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 Short Term Working Capital Series Holder or the reasons therefore. A certificate of such Lender any Short Term Working Capital Series Holder claiming compensation under this Section 8.3(c) 2.10 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 foregoingand binding for all purposes, 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 the calculations thereof, shall be conclusive absent manifest error. In determining such amount, such Lender or Issuing Bank may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Return. 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, rule or regulation, or any change in the interpretation or administration thereof 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 (aor its Holding Office) If with any Change in Law: request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) subjects shall subject any Lender or Issuing Bank Short Term Working Capital Series Holder (or its Applicable Lending Holding Office) or the Administrative Agent to any Tax 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 (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (dor its Holding Office) of the definition principal of Excluded Taxes and (C) Connection Income Taxes) or interest on its Revolving LoansShort Term Working Capital Series Notes or any other amounts due under this Indenture or any Short Term Working Capital Series Notes, Letters of Credit, Commitmentsexcept for the introduction of, or other obligations 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 Credit Documents, laws of which such Short Term Working Capital Series Holder is organized (or its deposits, reserves, other liabilities in which such Short Term Working Capital Series Holder's Holding Office is located); or capital attributable thereto; or (ii) imposesshall impose, modifies modify or deems deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System and minimum reserve requirements of the European Central Bank but excluding for any Eurocurrency Loan any such requirement included in an applicable Statutory Eurodollar Reserve Rate) Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank Short Term Working Capital Series Holder (or its Applicable Lending Holding Office) or imposes shall impose on any Lender or Issuing Bank Short Term Working Capital Series Holder (or its Applicable Lending Holding Office) or on the London interbank market any other conditioncondition affecting the purchasing, cost owning, holding or expense maintaining of any one or more Short Term Working Capital Series Notes by such Short Term Working Capital Series Holder (other than Taxes) affecting its Revolving Loans, Letters of Credit, any 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 thereof; Holding Office) and the result of any of the foregoing is to increase the cost to such Lender or Issuing Bank Short Term Working Capital Series Holder (or its Applicable Lending Holding Office) or any holding company of advancingwhich such Short Term Working Capital Series Holder is a subsidiary) of purchasing, continuingowning, converting, holding or maintaining any Revolving Loan, one or maintaining more of its obligation to make any such Revolving Loan, or issuing or maintaining a Letter of Credit or participating therein (or maintaining its obligation to issue, extend the expiration date of, increase the amount of or participate in any Letter of Credit)Short Term Working Capital Series Notes, or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank Short Term Working Capital Series Holder (or its Applicable Lending Holding Office) under the Indenture and any one or the Administrative Agent in connection therewith under 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 Agreement Section 2.11.1 any increased costs or any other Credit Documentreductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.8), then, subject to Section 8.3(d), from time to time, within ten (10) days after receipt of a certificate from promptly upon demand by such Lender or Issuing Bank Short Term Working Capital Series Holder (with a copy to the Administrative Agent) or the New Notes Administrative Agent pursuant to Section 8.3(d) 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 determination increase or reduction, the amount of the claim and the basis thereofcalculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Borrower Issuer shall, to the extent that it shall be obligated to not have done so under any other provision of the Indenture, pay to such Lender, Issuing Bank or Administrative Agent Short Term Working Capital Series Holder such additional amount or amounts as will will, without duplication, compensate such Lender, Issuing Bank Short Term Working Capital Series Holder (or Administrative Agent any holding company of which such Short Term Working Capital Series Holder is a subsidiary) for such increased costs cost or reductions sufferedreduction. (b) If 2.11.2 If, on or after the Administrative Agent date hereof, any Short Term Working Capital Series Holder shall determine that the adoption of any applicable law, rule or any Lender or Issuing Bank shall have determined that any Change in Law affecting the Administrative Agent or such Lender or Issuing Bank, or its Applicable Lending Office, regulation regarding liquidity or capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital, or on the capital of any Person controlling Short Term Working Capital Series Holder (or any holding company of which such Lender or Issuing Bank, Short Term Working Capital Series Holder is a subsidiary) as a consequence of its obligations hereunder such Short Term Working Capital Series Holder's purchasing, owning, maintaining or holding any Short Term Working Capital Series Notes to a level below that which such Lender Short Term Working Capital Series Holder (or Issuing Bank any holding company of which such Short Term Working Capital Series Holder is a subsidiary) could have achieved but for such Change in Law adoption, change, request or directive (taking into consideration such Lender’s or Issuing Bank’s or its controlling Person’s policies with respect to capital adequacy in effect immediately before such Change in Law or compliance) then, subject to Section 8.3(d), from time to time, within ten (10) days after its receipt of a certificate from such Lender or Issuing Bank (with a copy to the Administrative Agent) pursuant to Section 8.3(d) setting forth in reasonable detail such determination and the basis thereof, the Borrower shall pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender or Issuing Bank for such reductions 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 reducedadequacy) by an amount deemed by such Lender Short Term Working Capital Series Holder to be material, by reason of the fact that the Borrower is incorporated inthen from time to time, 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 promptly upon demand by such Lender Short Term Working Capital Series Holder (with a copy to the New Notes Administrative 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 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 already 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 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 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 Short Term Working Capital Series Holder or the reasons therefor. A certificate of such Lender any Short Term Working Capital Series Holder claiming compensation under this Section 8.3(c) 2.11 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 and binding for all purposes, absent manifest error. Notwithstanding the foregoing, no Lender . 2.11.4 The Issuer shall not be entitled required to compensation under compensate a Short Term Working Capital Series Holder as provided by this Section 8.3(c) to the extent 2.11 if the increased costs for which such Lender is claiming compensation have been cost 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 reduction in respect of which such claim for additional amounts arises results solely from a Letter requirement which is applicable to the relevant Short Term Working Capital Series Holder by reason of Credit at any office located its financial condition or assets and which is not of general application to similar persons of a similar type in similar circumstances 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 the calculations thereof, shall be conclusive absent manifest error. In determining such amount, such Lender or Issuing Bank may use any reasonable averaging and attribution methodssame jurisdiction.

Increased Costs and Reduced Return. 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, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Long Term Trade Series Holder (aor its Holding Office) If with any Change in Law: request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) subjects shall subject any Lender or Issuing Bank Long Term Trade Series Holder (or its Applicable Lending Holding Office) or the Administrative Agent to any Tax tax, duty or other charge with respect to one or more of its Long Term Trade Series Notes, or shall change the basis of taxation of payments to any Long Term Trade Series Holder (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (dor its Holding Office) of the definition principal of Excluded Taxes and (C) Connection Income Taxes) or interest on its Revolving LoansLong Term Trade Series Notes or any other amounts due under this Indenture or any Long Term Trade Series Notes, Letters of Credit, Commitmentsexcept for the introduction of, or other obligations changes in the rate of, tax on the overall net income of such Long Term Trade Series Holder (or its Holding Office), or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the Credit Documents, laws of which such Long Term Trade Series Holder is organized (or its deposits, reserves, other liabilities in which such Long Term Trade Series Holder's Holding Office is located); or capital attributable thereto; or (ii) imposesshall impose, modifies modify or deems deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System and minimum reserve requirements of the European Central Bank but excluding for any Eurocurrency Loan any such requirement included in an applicable Statutory Eurodollar Reserve Rate) Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank Long Term Trade Series Holder (or its Applicable Lending Holding Office) or imposes shall impose on any Lender or Issuing Bank Long Term Trade Series Holder (or its Applicable Lending Holding Office) or on the London interbank market any other conditioncondition affecting the purchasing, cost owning, holding or expense maintaining of any one or more Long Term Trade Series Notes by such Long Term Trade Series Holder (other than Taxes) affecting its Revolving Loans, Letters of Credit, any 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 thereof; Holding Office) and the result of any of the foregoing is to increase the cost to such Lender or Issuing Bank Long Term Trade Series Holder (or its Applicable Lending OfficeHolding Office or any holding company of which such Long Term Trade Series Holder is a subsidiary) of advancingpurchasing, continuingowning, converting, holding or maintaining any Revolving Loan, one or maintaining more of its obligation to make any such Revolving Loan, or issuing or maintaining a Letter of Credit or participating therein (or maintaining its obligation to issue, extend the expiration date of, increase the amount of or participate in any Letter of Credit)Long Term Trade Series Notes, or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank Long Term Trade Series Holder (or its Applicable Lending Holding Office) under the Indenture and any one or the Administrative Agent in connection therewith under more of its Long Term Trade Series Notes, by an amount deemed by such Long Term Trade Series Holder to be material (excluding, for purposes of this Agreement Section 2.10.1 any increased costs or any other Credit Documentreductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.7), then, subject to Section 8.3(d), from time to time, within ten (10) days after receipt of a certificate from promptly upon demand by such Lender or Issuing Bank Long Term Trade Series Holder (with a copy to the Administrative Agent) or the New Notes Administrative Agent pursuant to Section 8.3(d) and the Calculation Agent), which demand shall be accompanied by a certificate of such Long Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such determination increase or reduction, the amount of the claim and the basis thereofcalculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Borrower Issuer shall, to the extent that it shall be obligated to not have done so under any other provision of the Indenture, pay to such Lender, Issuing Bank or Administrative Agent Long Term Trade Series Holder such additional amount or amounts as will will, without duplication, compensate such Lender, Issuing Bank Long Term Trade Series Holder (or Administrative Agent any holding company of which such Long Term Trade Series Holder is a subsidiary) for such increased costs cost or reductions sufferedreduction. (b) If 2.10.2 If, on or after the Administrative Agent date hereof, any Long Term Trade Series Holder shall determine that the adoption of any applicable law, rule or any Lender or Issuing Bank shall have determined that any Change in Law affecting the Administrative Agent or such Lender or Issuing Bank, or its Applicable Lending Office, regulation regarding liquidity or capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital, or on the capital of any Person controlling Long Term Trade Series Holder (or any holding company of which such Lender or Issuing Bank, Long Term Trade Series Holder is a subsidiary) as a consequence of its obligations hereunder such Long Term Trade Series Holder's purchasing, owning, maintaining or holding any Long Term Trade Series Notes to a level below that which such Lender Long Term Trade Series Holder (or Issuing Bank its Holding Office or any holding company of which such Long Term Trade Series Holder is a subsidiary) could have achieved but for such Change in Law adoption, change, request or directive (taking into consideration such Lender’s or Issuing Bank’s or its controlling Person’s policies with respect to capital adequacy in effect immediately before such Change in Law or compliance) then, subject to Section 8.3(d), from time to time, within ten (10) days after its receipt of a certificate from such Lender or Issuing Bank (with a copy to the Administrative Agent) pursuant to Section 8.3(d) setting forth in reasonable detail such determination and the basis thereof, the Borrower shall pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender or Issuing Bank for such reductions 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 reducedadequacy) by an amount deemed by such Lender Long Term Trade Series Holder to be material, by reason of the fact that the Borrower is incorporated inthen from time to time, 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 promptly upon demand by such Lender Long Term Trade Series Holder (with a copy to the New Notes Administrative Agent), which demand shall be accompanied by a certificate of such Long Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such 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 already done so under any other provision of the Indenture, pay to such Long Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Long Term Trade Series Holder or its Holding Office (or any holding company of which such Long Term Trade Series Holder is a subsidiary) for such reduction. Each Long Term Trade Series Holder will promptly notify the Issuer, the New Notes Administrative Agent and the Calculation Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Long Term Trade Series Holder to compensation pursuant to this Section 2.10. Each Long Term Trade Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.10, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize or eliminate the requirement of such compensation by transferring its Long Term Trade Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Long Term Trade Series Holder, be otherwise disadvantageous (economically or otherwise) to such Long Term Trade Series Holder; provided that no Long Term Trade Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Long Term Trade Series Holder or the reasons therefore. A certificate of such Lender any Long Term Trade Series Holder claiming compensation under this Section 8.3(c) 2.10 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 foregoingand binding for all purposes, 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 the calculations thereof, shall be conclusive absent manifest error. In determining such amount, such Lender or Issuing Bank may use any reasonable averaging and attribution methods.

Increased Costs and Reduced Return. 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, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Short Term Trade Series Holder (aor its Holding Office) If with any Change in Law: request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency, (i) subjects shall subject any Lender or Issuing Bank Short Term Trade Series Holder (or its Applicable Lending Holding Office) or the Administrative Agent to any Tax tax, duty or other charge with respect to one or more of its Short Term Trade Series Notes, or shall change the basis of taxation of payments to any Short Term Trade Series Holder (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (dor its Holding Office) of the definition principal of Excluded Taxes and (C) Connection Income Taxes) or interest on its Revolving LoansShort Term Trade Series Notes or any other amounts due under this Indenture or any Short Term Trade Series Notes, Letters of Credit, Commitmentsexcept for the introduction of, or other obligations changes in the rate of, tax on the overall net income of such Short Term Trade Series Holder (or its Holding Office), or franchise taxes, imposed by the jurisdiction (or any political subdivision or taxing authority thereof) under the Credit Documents, laws of which such Short Term Trade Series Holder is organized (or its deposits, reserves, other liabilities in which such Short Term Trade Series Holder's Holding Office is located); or capital attributable thereto; or (ii) imposesshall impose, modifies modify or deems deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System and minimum reserve requirements of the European Central Bank but excluding for any Eurocurrency Loan any such requirement included in an applicable Statutory Eurodollar Reserve Rate) Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank Short Term Trade Series Holder (or its Applicable Lending Holding Office) or imposes shall impose on any Lender or Issuing Bank Short Term Trade Series Holder (or its Applicable Lending Holding Office) or on the London interbank market any other conditioncondition affecting the purchasing, cost owning, holding or expense maintaining of any one or more Short Term Trade Series Notes by such Short Term Trade Series Holder (other than Taxes) affecting its Revolving Loans, Letters of Credit, any 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 thereof; Holding Office) and the result of any of the foregoing is to increase the cost to such Lender or Issuing Bank Short Term Trade Series Holder (or its Applicable Lending Holding Office) or any holding company of advancingwhich such Short Term Trade Series Holder is a subsidiary) of purchasing, continuingowning, converting, holding or maintaining any Revolving Loan, one or maintaining more of its obligation to make any such Revolving Loan, or issuing or maintaining a Letter of Credit or participating therein (or maintaining its obligation to issue, extend the expiration date of, increase the amount of or participate in any Letter of Credit)Short Term Trade Series Notes, or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank Short Term Trade Series Holder (or its Applicable Lending Holding Office) under the Indenture and any one or the Administrative Agent in connection therewith under more of its Short Term Trade Series Notes, by an amount deemed by such Short Term Trade Series Holder to be material (excluding, for purposes of this Agreement Section 2.11.1 any increased costs or any other Credit Documentreductions resulting from any Indemnifiable Taxes or Other Taxes payable by the Issuer pursuant to Section 2.8), then, subject to Section 8.3(d), from time to time, within ten (10) days after receipt of a certificate from promptly upon demand by such Lender or Issuing Bank Short Term Trade Series Holder (with a copy to the Administrative Agent) or the New Notes Administrative Agent pursuant to Section 8.3(d) and the Calculation Agent), which demand shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such determination increase or reduction, the amount of the claim and the basis thereofcalculation thereof (and which certificate shall be conclusive and binding for all purposes, absent manifest error), the Borrower Issuer shall, to the extent that it shall be obligated to not have done so under any other provision of the Indenture, pay to such Lender, Issuing Bank or Administrative Agent Short Term Trade Series Holder such additional amount or amounts as will will, without duplication, compensate such Lender, Issuing Bank Short Term Trade Series Holder (or Administrative Agent any holding company of which such Short Term Trade Series Holder is a subsidiary) for such increased costs cost or reductions sufferedreduction. (b) If 2.11.2 If, on or after the Administrative Agent date hereof, any Short Term Trade Series Holder shall determine that the adoption of any applicable law, rule or any Lender or Issuing Bank shall have determined that any Change in Law affecting the Administrative Agent or such Lender or Issuing Bank, or its Applicable Lending Office, regulation regarding liquidity or capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital, or on the capital of any Person controlling Short Term Trade Series Holder (or any holding company of which such Lender or Issuing Bank, Short Term Trade Series Holder is a subsidiary) as a consequence of its obligations hereunder such Short Term Trade Series Holder's purchasing, owning, maintaining or holding any Short Term Trade Series Notes to a level below that which such Lender Short Term Trade Series Holder (or Issuing Bank any holding company of which such Short Term Trade Series Holder is a subsidiary) could have achieved but for such Change in Law adoption, change, request or directive (taking into consideration such Lender’s or Issuing Bank’s or its controlling Person’s policies with respect to capital adequacy in effect immediately before such Change in Law or compliance) then, subject to Section 8.3(d), from time to time, within ten (10) days after its receipt of a certificate from such Lender or Issuing Bank (with a copy to the Administrative Agent) pursuant to Section 8.3(d) setting forth in reasonable detail such determination and the basis thereof, the Borrower shall pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender or Issuing Bank for such reductions 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 reducedadequacy) by an amount deemed by such Lender Short Term Trade Series Holder to be material, by reason of the fact that the Borrower is incorporated inthen from time to time, 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 promptly upon demand by such Lender Short Term Trade Series Holder (with a copy to the New Notes Administrative Agent), which demand shall be accompanied by a certificate of such Short Term Trade Series Holder setting forth in reasonable detail the circumstances which give rise to such 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 already done so under any other provision of the Indenture, pay to such Short Term Trade Series Holder such additional amount or amounts as will, without duplication, compensate such Short Term Trade Series Holder (or any holding company of which such Short Term Trade Series Holder is a subsidiary) for such reduction. 2.11.3 Each Short Term Trade Series Holder will promptly notify the Issuer, the New Notes Administrative Agent and the Calculation Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Short Term Trade Series Holder to compensation pursuant to this Section 2.11. Each Short Term Trade Series Holder will, before requesting compensation for additional amounts pursuant to this Section 2.11, use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize or eliminate the requirement of such compensation by transferring its Short Term Trade Series Notes to a different Holding Office or otherwise if such transfer or other action will avoid or reduce the need for compensation for such additional amounts and will not, in the sole judgment of such Short Term Trade Series Holder, be otherwise disadvantageous (economically or otherwise) to such Short Term Trade Series Holder; provided that no Short Term Trade Series Holder shall have any obligation to provide any information as to any possible actions or designations considered and taken or rejected by such Short Term Trade Series Holder or the reasons therefor. A certificate of such Lender any Short Term Trade Series Holder claiming compensation under this Section 8.3(c) 2.11 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 and binding for all purposes, absent manifest error. Notwithstanding the foregoing, no Lender . 2.11.4 The Issuer shall not be entitled required to compensation under compensate a Short Term Trade Series Holder as provided by this Section 8.3(c) to the extent 2.11 if the increased costs for which such Lender is claiming compensation have been cost 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 reduction in respect of which such claim for additional amounts arises results solely from a Letter requirement which is applicable to the relevant Short Term Trade Series Holder by reason of Credit at any office located its financial condition or assets and which is not of general application to similar persons of a similar type in similar circumstances 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 the calculations thereof, shall be conclusive absent manifest error. In determining such amount, such Lender or Issuing Bank may use any reasonable averaging and attribution methodssame jurisdiction.