Common use of Indemnification in Certain Events Clause in Contracts

Indemnification in Certain Events. If, after the Closing Date, (i) any change in or in the interpretation of any law or regulation is introduced including, without limitation, with respect to reserve requirements, applicable to the Lender or any other banking or financial institution from which the Lender borrows funds or obtains credit, (ii) the Lender complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Lender determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the Lender's capital as a consequence of its obligations hereunder to a level below that which the Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender to be material, and any of the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the Lender of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the Lender, then the Borrowers shall, upon demand, pay to the Lender additional amounts sufficient to indemnify the Lender against such increase in cost or reduction in amount receivable.

Indemnification in Certain Events. If, If after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender Foothill or any other banking or financial institution from which whom any of the Lender borrows Lenders borrow funds or obtains creditobtain credit (a "Funding Bank") or any of the Lenders, or (iib) a Funding Bank or any of the Lender Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) a Funding Bank or any of the Lender Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or a Funding Bank or any of the Lender Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the LenderFunding Bank's or Lenders' policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and the result of any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases is or results in an increase in the cost to any of the Lender Lenders of funding or maintaining any Commitment, the Revolving Loans, the Term Loans or reduces the amount receivable in respect thereof by the LenderLetters of Credit, then the Borrowers shall, Borrower shall from time to time upon demanddemand by the Agent, pay to the Lender Agent additional amounts sufficient to indemnify the Lender Lenders against such increase in increased cost. A certificate as to the amount of such increased cost or reduction in amount receivableshall be submitted to the Borrower by the Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If, If after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender First Union or any other banking or financial institution from which whom any of the Lender borrows Lenders borrow funds or obtains creditobtain credit (a "Funding Bank") or any of the Lenders, or (iib) a Funding Bank or any of the Lender Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) a Funding Bank or any of the Lender Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or a Funding Bank or any of the Lender Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the LenderFunding Bank's or Lenders' policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and the result of any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases is or results in an increase in the cost to any of the Lender Lenders of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans or reduces the amount receivable in respect thereof by the LenderLetters of Credit, then the Borrowers shall, shall from time to time upon demanddemand by the Agent, pay to the Lender Agent additional amounts sufficient to indemnify the Lender Lenders against such increase in increased cost. A certificate as to the amount of such increased cost or reduction in amount receivableshall be submitted to the Borrowers by the Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If, If after the Original Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender Foothill or any other banking or financial institution from which whom any of the Lender borrows Lenders borrow funds or obtains creditobtain credit (a “Funding Bank”) or any of the Lenders, or (iib) a Funding Bank or any of the Lender Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) a Funding Bank or any of the Lender Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or a Funding Bank or any of the Lender Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders’ capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lender's Funding Bank’s or Lenders’ policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and the result of any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases is or results in an increase in the cost to any of the Lender Lenders of funding or maintaining any Existing Commitment, the Revolving Loans, the Term Loans or reduces the amount receivable in respect thereof by the LenderLetters of Credit, then the Borrowers shall, shall from time to time upon demanddemand by the Agent, pay to the Lender Agent additional amounts sufficient to indemnify the Lender Lenders against such increase in increased cost. A certificate as to the amount of such increased cost or reduction in amount receivableshall be submitted to the Borrowers by the Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If, (a) If after the Closing Restatement --------------------------------- Effective Date, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender Agent, BT Delaware or any other of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding Affiliate")), or financial institution from which the Lender borrows funds or obtains credit, (ii) any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iii) any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lender's policies as Lenders' (or, in the case may be of a Lender which is not a banking institution, any Funding Affiliate) policies with respect to capital adequacy) by an amount deemed by the such Lender to be material, and any of the foregoing events described in clauses (i), (ii) and or (iii) increases the cost to the Lender Agent, any Issuing Bank or any of the Lenders of (A) funding or maintaining the Loansits Commitment or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent or any Lender, then the Borrowers shall, upon demandBorrower shall within 10 days after demand by the Agent, pay to the Lender Payments Administrator, for the account of each applicable Lender, additional amounts sufficient to indemnify the Lender Lenders against such increase in cost or reduction in amount receivablereceivable allocable to such Lenders' funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation therein. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Payments Administrator, or the applicable Lender, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, If after the Original Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender Foothill or any other banking or financial institution from which whom any of the Lender borrows Lenders borrow funds or obtains creditobtain credit (a "Funding Bank") or any of the Lenders, or (iib) a Funding Bank or any of the Lender Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) a Funding Bank or any of the Lender Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or a Funding Bank or any of the Lender Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the LenderFunding Bank's or Lenders' policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and the result of any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases is or results in an increase in the cost to any of the Lender Lenders of funding or maintaining any Commitment, the Revolving Loans, the Term Loans or reduces the amount receivable in respect thereof by the LenderLetters of Credit, then the Borrowers shall, Borrower shall from time to time upon demanddemand by the Agent, pay to the Lender Agent additional amounts sufficient to indemnify the Lender Lenders against such increase in increased cost. A certificate as to the amount of such increased cost or reduction in amount receivableshall be submitted to the Borrower by the Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If, If after the Closing Date, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender Bankers Trust Company, BT Delaware or any other banking or financial institution from which whom any of the Lender Lenders borrows funds or obtains creditcredit (a "Funding Bank"), the Agent or any of the Lenders, or (ii) the Lender Agent, a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Lender Agent, a Funding Bank or any of the Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender Agent, a Funding Bank or any of the Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or such Funding Bank's or Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and any of the foregoing events described in clauses (i), (ii) and or (iii) increases the cost to the Lender Agent, the Issuing Bank or any of the Lenders of (A) funding or maintaining the LoansTotal Commitments or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent, the Issuing Bank or any Lender, then the Borrowers shall, Borrower shall upon demanddemand by the Agent, pay to the Agent, for the account of each applicable Lender or, as applicable, the Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lender Lenders against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Agent, or the applicable Lender, Issuing Bank or Funding Bank, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, after the Closing Date, (i) any change in or in the interpretation of any law or regulation is introduced including, without limitation, with respect to reserve requirements, applicable to the any Lender or any other banking or financial institution from which the any Lender borrows funds or obtains credit, (ii) the any Lender complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the any Lender determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the any Lender complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the such Lender's capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the such Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and any of the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the such Lender of funding or maintaining the LoansLoans made or to be made by such Lender, or reduces the amount receivable in respect thereof by the such Lender, then the applicable Borrower or Borrowers shall, upon demanddemand by the Agent, pay to the Agent for the benefit of such Lender additional amounts sufficient to indemnify the such Lender against such increase in cost or reduction in amount receivable.

Indemnification in Certain Events. If, after the Closing Date, (i) any change in or in the interpretation of any law or regulation is introduced including, without limitation, with respect to reserve requirements, applicable to the any Lender or any other banking or financial institution from which the any Lender borrows funds or obtains credit, (ii) the any Lender complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the any Lender determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the any Lender complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the such Lender's capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the such Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and any of the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the such Lender of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the such Lender, then the Borrowers Borrower shall, upon demanddemand by the Agent, pay to the Agent for the benefit of such Lender additional amounts sufficient to indemnify the such Lender against such increase in cost or reduction in amount receivable. Each Lender agrees that, if it becomes aware of the occurrence of any such event or condition that would cause it to incur any material increased cost to fund or maintain the Loans or that would reduce the amount receivable in respect thereof in any material respect, it will notify the Agent (and the Agent will notify the Borrower) as promptly as practicable of such event or condition and will use its reasonable efforts to make, fund or maintain the affected Loans of such Lender in a manner such that the additional amounts which would otherwise be required to be paid hereunder would be materially reduced, in each case so long as, in such Lender's reasonable discretion, the making, funding or maintaining of such Loans in such other manner would not otherwise materially adversely affect such Loans or such Lender. If the Borrower shall receive notice from the Agent that amounts are due to a Lender hereunder, the Borrower may, upon at least five Business Days' prior written notice to such Lender and the Agent, but not more than sixty days after receipt of notice from the Agent, identify to the Agent an Eligible Assignee acceptable to the Borrower and the Agent, which will purchase from such Lender the Commitment, the amount of outstanding Loans, and the Notes held by such Lender and such Lender shall thereupon assign its Commitment, any Loans owing to such Lender, and the Notes held by such Lender to such Eligible Assignee in accordance with Section 2.10.

Indemnification in Certain Events. If, (a) If after the Closing Effective Date, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender BT, any Bank or any other banking Affiliate controlling any Bank, or financial institution from which the Lender borrows funds or obtains credit, (ii) the Lender a Bank or an Affiliate controlling a Bank complies with any future guideline or request from any central bank or other Governmental Authority and in the case of any event described in clause (i) or (ii) such event increases the cost to BT, of issuing, making or maintaining the Letter of Credit or complying with its obligations under this Agreement or reduces the amount receivable in respect thereof by BT or such Affiliate, or (iii) the Lender a Bank or an Affiliate controlling a Bank determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described belowbelow or, a Bank or the Lender an Affiliate controlling a Bank complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's capital as a consequence of its obligations hereunder to a level below that which the Lender a Bank or an Affiliate controlling a Bank could have achieved but for such adoption, change or compliance (taking into consideration the Lendersuch Bank's or Affiliate's policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender such Bank or such Affiliate controlling such Bank to be material, and then in any of such case, the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the Lender of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the Lender, then the Borrowers Company shall, upon demanddemand by the Agent, pay to the Lender Administrative Agent, for the account of each applicable Bank, each applicable Affiliate controlling a Bank or, each applicable Issuing Bank, additional amounts sufficient to indemnify such Bank or the Lender Affiliate controlling such Bank against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost or reduction in amount and setting forth in reasonable detail the calculation thereof shall be submitted to the Company by the Administrative Agent, or the applicable Bank or the applicable Affiliate controlling such Bank, and shall be conclusive, absent manifest error. Any party entitled to payment hereunder in respect of such increased cost or reduction in amount shall use reasonable efforts to designate a different Lending Office to the extent such designation could reduce or eliminate such payment.

Indemnification in Certain Events. If, If after the Original Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender Foothill or any other banking or financial institution from which whom any of the Lender borrows Lenders borrow funds or obtains creditobtain credit (a "Funding Bank") or any of the Lenders, or (iib) a Funding Bank or any of the Lender Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) a Funding Bank or any of the Lender Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or a Funding Bank or any of the Lender Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the LenderFunding Bank's or Lenders' policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and the result of any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases is or results in an increase in the cost to any of the Lender Lenders of funding or maintaining any Existing Commitment, the Revolving Loans, the Term Loans or reduces the amount receivable in respect thereof by the LenderLetters of Credit, then the Borrowers shall, shall from time to time upon demanddemand by the Agent, pay to the Lender Agent additional amounts sufficient to indemnify the Lender Lenders against such increase in increased cost. A certificate as to the amount of such increased cost or reduction in amount receivableshall be submitted to the Borrowers by the Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If, If after the Closing Datedate of this Agreement, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to Agent, any Lender, the Lender Issuing Bank or any other banking Lending Affiliate or financial institution from which the Lender borrows funds or obtains credit, (ii) Agent, any Lender, the Lender Issuing Bank or any Lending Affiliate complies with any future guideline or request from any central bank or other Governmental Authority or (iii) Agent, any Lender, the Lender Issuing Bank or any Lending Affiliate determines that the adoption after the date of this Agreement of any applicable law, rule or regulation regarding capital adequacy, or any change thereintherein after the date of this Agreement, or any change after the date of this Agreement in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or Agent, any Lender, the Lender Issuing Bank or any Lending Affiliate complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on Agent's, any Lender's, the LenderIssuing Bank's or any Lending Affiliate's capital as a consequence of its obligations hereunder to a level below that which Agent, such Lender, the Lender Issuing Bank, or any Lending Affiliate could have achieved but for such adoption, change or compliance (taking into consideration Agent's, such Lender's, the LenderIssuing Bank's or the Lending Affiliate's policies as the case may be with respect to capital adequacy) by an amount deemed by Agent, such Lender, the Lender Issuing Bank or the Lending Affiliate to be material, and any of the foregoing events described in clauses (i), (ii) and or (iii) increases the cost to Agent, the Issuing Bank, any Lender or any Lending Affiliate of (A) funding or maintaining any of the LoansTotal Revolving Commitments, or (B) issuing, making or maintaining any Letter of Credit, or entering into the Participation Agreement or the Reimbursement Agreement or with respect to or in connection with obligations thereunder, or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by Agent, the LenderIssuing Bank, any Lender or any Lending Affiliate, then the Borrowers shall, Borrower shall upon demanddemand by Agent, pay to Agent, for the account of Agent, each applicable Lender or, as applicable, the Issuing Bank or Lending Affiliate, additional amounts sufficient to indemnify Agent, Lenders, the Lender Issuing Bank or the Lending Affiliate against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to Borrower by Agent, or the applicable Lender, Issuing Bank or Lending Affiliate, and shall be conclusive absent manifest error. The obligations of Borrower under this Subsection 2.20(J) shall survive payment of the Liabilities and termination of this Agreement.

Indemnification in Certain Events. If, If after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender Wachovia or any other banking or financial institution from which whom any of the Lender borrows Lenders borrow funds or obtains creditobtain credit (a "Funding Bank") or any of the Lenders, or (iib) a Funding Bank or any of the Lender Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) a Funding Bank or any of the Lender Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or a Funding Bank or any of the Lender Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the LenderFunding Bank's or Lenders' policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, in its reasonable discretion, and the result of any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases is or results in an increase in the cost to any of the Lender Lenders of funding or maintaining the LoansRevolving Credit Committed Amount, the Revolving Loans or reduces the amount receivable in respect thereof by the LenderLetters of Credit, then the Borrowers shall, shall from time to time upon demanddemand by the Agent, pay to the Lender Agent additional amounts sufficient to indemnify the Lender Lenders against such increase in increased cost. A certificate (together with reasonable supporting detail) as to the amount of such increased cost or reduction in amount receivableshall be submitted to the Borrowers by the Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If, If after the Closing Datedate of the Original Agreement, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to Agent, any of the Lender Lenders, the Issuing Bank or any other banking Lending Affiliate or financial institution from which the Lender borrows funds or obtains credit, (ii) Agent, any of the Lender Lenders, the Issuing Bank or any Lending Affiliate complies with any future guideline or request from any central bank or other Governmental Authority or (iii) Agent, any of the Lender Lenders, the Issuing Bank or any Lending Affiliate determines that the adoption after the date of the Original Agreement of any applicable law, rule or regulation regarding capital adequacy, or any change thereintherein after the date of the Original Agreement, or any change after the date of the Original Agreement in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or Agent, any of the Lender Lenders, the Issuing Bank or any Lending Affiliate complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on Agent's, any of the LenderLenders', the Issuing Bank's or any Lending Affiliate's capital as a consequence of its obligations hereunder to a level below that which Agent, such Lender, the Lender Issuing Bank, or any Lending Affiliate could have achieved but for such adoption, change or compliance (taking into consideration Agent's, such Lender's, the LenderIssuing Bank's or the Lending Affiliate's policies as the case may be with respect to capital adequacy) by an amount deemed by Agent, such Lender, the Lender Issuing Bank or the Lending Affiliate to be material, and any of the foregoing events described in clauses (i), (ii) and or (iii) increases the cost to Agent, the Lender Issuing Bank, any of the Lenders or any Lending Affiliate of (A) funding or maintaining any of the LoansTotal Revolving Commitments or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by Agent, the LenderIssuing Bank, any Lender or any Lending Affiliate, then the Borrowers shall, shall upon demanddemand by Agent, pay to Agent, for the account of Agent, each applicable Lender or, as applicable, the Issuing Bank or Lending Affiliate, additional amounts sufficient to indemnify Agent, the Lender Lenders, the Issuing Bank or the Lending Affiliate against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrowers by Agent, or the applicable Lender, Issuing Bank or Lending Affiliate, and shall be conclusive absent manifest error. The obligations of the Borrowers under this Subsection 2.21(J) shall survive payment of the Liabilities and termination of this Agreement.

Indemnification in Certain Events. If, If after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced includingintroduced, without limitation, including with respect to reserve requirements, applicable to the Lender or any Underlying Issuer or any other banking or financial institution from which the Lender whom such Person borrows funds or obtains creditcredit (a “Funding Institution”), or (iib) the Lender Lender, any Underlying Issuer or any Funding Institution complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) the Lender Lender, any Underlying Issuer or any Funding Institution determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender Lender, any Underlying Issuer or any Funding Institution complies with any request or directive regarding capital adequacy (whether or of not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the Lender's capital of Lender or such Underlying Issuer as a consequence of its obligations hereunder to a level below that which the Lender such Person could have achieved but for such adoption, change or compliance (taking into consideration the Lender's such Person’s or such Funding Institution’s policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender such Person to be material, and or any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases the cost to the Lender of funding or maintaining the LoansCommitment, or reduces the amount receivable in respect thereof then Borrowers shall upon demand by the Lender, then for the Borrowers shallaccount of Lender or, upon demandas applicable, pay to the Lender a Funding Institution, additional amounts sufficient to indemnify the Lender such Person against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall, if requested by any Borrower, be submitted to such Borrower by the Person making such claim, and shall, absent manifest error, be presumptively correct.

Indemnification in Certain Events. If, If after the Closing Date, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender Agent or to any of the Lenders, or any other banking or financial institution from which whom any of the Lender Lenders borrows funds or obtains creditcredit (a "FUNDING BANK"), or (ii) the Lender Agent, a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Lender Agent, a Funding Bank or any of the Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender Agent, a Funding Bank or any of the Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or such Funding Bank's or Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and any of the foregoing events described in clauses (i), (ii) and or (iii) increases the cost to the Lender Agent or any of the Lenders of (A) funding or maintaining the Loanstotal Commitments or (B) causing the issuance of any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent or any Lender, then the Borrowers shallshall upon demand by the Agent, upon demandjointly and severally, pay to the Agent, for the account of each applicable Lender or, as applicable, a Funding Bank, additional amounts sufficient to indemnify the Lender Lenders against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrowers by the Agent, or the applicable Lender or Funding Bank, not later than the earlier of (a) 180 days after the event giving rise to such increased costs and (b) 45 days after the Person submitting such certificate has knowledge of such event, and shall be conclusive absent manifest error. Prior to making any such demand, each of the Lenders, the Agent, Funding Bank or other such party shall use reasonable efforts to designate a different Lending Office if such a designation could reduce or eliminate any such payment.

Indemnification in Certain Events. If, If after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced includingintroduced, without limitation, including with respect to reserve requirements, applicable to the Lender DBTCo. or any other banking or financial institution or investment fund from which whom any of the Lender Lenders borrows funds or obtains creditcredit (a “Funding Bank”), the Agent or any of the Lenders, or (iib) the Lender Agent, a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) the Lender Agent, a Funding Bank or any of the Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender Agent, a Funding Bank or any of the Lenders complies with any request or directive regarding capital adequacy (whether or of not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders’ capital as a consequence of its obligations hereunder or under any L/C Participation to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent’s or such Funding Bank’s or Lender's ’s policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and or any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases the cost to the Lender Agent, or any of the Lenders of (i) funding or maintaining the LoansLine of Credit; or (ii) acquiring or maintaining any L/C Participation in any Letter of Credit, or reduces the amount receivable in respect thereof thereof, or in respect of such Letter of Credit, by the Agent, the Issuing Bank of such Letter of Credit or any Lender, then the Borrowers shall, Borrower shall upon demanddemand by the Agent, pay to the Agent, for the account of each applicable Lender or, as applicable, an Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lender such Person against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall, if requested by the Funds Administrator, be submitted to the Borrower by the Person making such claim, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, (a) If after the Closing Effective Date, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender DB, any Bank or any other banking Affiliate controlling any Bank, or financial institution from which the Lender borrows funds or obtains credit, (ii) the Lender a Bank or an Affiliate controlling a Bank complies with any future guideline or request from any central bank or other Governmental Authority and in the case of any event described in clause (i) or (ii) such event increases the cost to DB, of issuing, making or maintaining the Letter of Credit or complying with its obligations under this Agreement or reduces the amount receivable in respect thereof by DB or such Affiliate, or (iii) the Lender a Bank or an Affiliate controlling a Bank determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described belowbelow or, a Bank or the Lender an Affiliate controlling a Bank complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's capital as a consequence of its obligations hereunder to a level below that which the Lender a Bank or an Affiliate controlling a Bank could have achieved but for such adoption, change or compliance (taking into consideration the Lendersuch Bank's or Affiliate's policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender such Bank or such Affiliate controlling such Bank to be material, and then in any of such case, the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the Lender of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the Lender, then the Borrowers Company shall, upon demanddemand by the Agent, pay to the Lender Administrative Agent, for the account of each applicable Bank, each applicable Affiliate controlling a Bank or, each applicable Issuing Bank, additional amounts sufficient to indemnify such Bank or the Lender Affiliate controlling such Bank against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost or reduction in amount and setting forth in reasonable detail the calculation thereof shall be submitted to the Company by the Administrative Agent, or the applicable Bank or the applicable Affiliate controlling such Bank, and shall be conclusive, absent manifest error. Any party entitled to payment hereunder in respect of such increased cost or reduction in amount shall use reasonable efforts to designate a different Lending Office to the extent such designation could reduce or eliminate such payment.

Indemnification in Certain Events. If, (a) If after the Closing Restatement Effective Date, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to any Agent, the Lender Issuing Bank or any other of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding Affiliate")), or financial institution from which the Lender borrows funds or obtains credit, (ii) any Agent, the Issuing Bank, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iii) any Agent, the Issuing Bank, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or any Agent, the Issuing Bank, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the Lenderany of such Person's (or any Funding Affiliate's) capital as a consequence of its obligations hereunder to a level below that which the Lender such Person could have achieved but for such adoption, change or compliance (taking into consideration the Lendersuch Person's (or any Funding Affiliate's) policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender such Person to be material, and any of the foregoing events described in clauses (i), (ii) and or (iii) increases the cost or reduces the rate of return to any Agent, the Lender Issuing Bank or any of the Lenders of (A) (i) with respect to an event described in clauses (i) and (ii), making or maintaining its Eurodollar Rate Loans, and (ii) with respect to an event described in clause (iii), funding or maintaining the Loansits Commitment or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by any Agent, the Issuing Bank or any Lender, then the Borrowers shall, upon demandBorrower shall within 15 days after demand by the Administrative Agent, pay to the Payments Administrator, for the account of each applicable Lender or the Issuing Bank, as the case may be, additional amounts sufficient to indemnify the Lender Agents, the Lenders or the Issuing Bank against such increase in cost or reduction in amount receivablereceivable allocable to such Agent's, such Lenders' or the Issuing Bank's, as the case may be, funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation therein. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the applicable Agent, or the applicable Lender or the Issuing Bank, as the case may be, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, If after the Closing Date, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender Agent, to any of the Lenders, or to Bankers Trust Company, BT Delaware or any other banking or financial institution from which whom any of the Lender Lenders borrows funds or obtains creditcredit (a "Funding Bank"), or (ii) the Lender Agent, a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Lender Agent, a Funding Bank or any of the Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender Agent, a Funding Bank or any of the Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or such Funding Bank's or Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and any of the foregoing events described in clauses (i), (ii) and or (iii) increases the cost to the Lender Agent, the Issuing Bank or any of the Lenders of (A) funding or maintaining the LoansCommitments or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent, the Issuing Bank or any Lender, then the Borrowers shall, shall upon demanddemand by the Agent, pay to the Agent, for the account of each applicable Lender or, as applicable, the Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lender Lenders against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrowers by the Agent, or the applicable Lender, Issuing Bank or Funding Bank, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, after the Closing Date, (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Agent, any Lender or any other banking or financial institution from which the whom such Lender borrows funds or obtains credit, (ii) the Agent or any Lender complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Agent or any Lender reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Agent or any Lender complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the Agent's or such Lender's capital as a consequence of its obligations hereunder to a level below that which the Agent or such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or such Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the Agent or such Lender to be material, and any of the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the Agent or such Lender of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the Agent or such Lender, then the Borrowers shall, shall upon demand, demand by the Agent or such Lender pay to the Agent or such Lender additional amounts sufficient to indemnify the Agent or such Lender against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrowers by the Agent or such Lender, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, If after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender FUCC or any other banking or financial institution from which whom any of the Lender borrows Lenders borrow funds or obtains creditobtain credit (a "Funding Bank") or any of the Lenders, or (iib) a Funding Bank or any of the Lender Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) a Funding Bank or any of the Lender Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or a Funding Bank or any of the Lender Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the LenderFunding Bank's or Lenders' policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and the result of any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases is or results in an increase in the cost to any of the Lender Lenders of funding or maintaining the LoansRevolving Credit Committed Amount, the Revolving Loans or reduces the amount receivable in respect thereof by the LenderLetters of Credit, then the Borrowers shall, shall from time to time upon demanddemand by the Agent, pay to the Lender Agent additional amounts sufficient to indemnify the Lender Lenders against such increase in increased cost. A certificate as to the amount of such increased cost or reduction in amount receivableshall be submitted to the Borrowers by the Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If, (a) If after the Closing Restatement Effective Date, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender Agent or any other of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender (“Funding Affiliate”)), or financial institution from which the Lender borrows funds or obtains credit, (ii) any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iii) any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders’ (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lender's policies as Lenders’ (or, in the case may be of a Lender which is not a banking institution, any Funding Affiliate) policies with respect to capital adequacy) by an amount deemed by the such Lender to be material, and any of the foregoing events described in clauses (i), (ii) and or (iii) increases the cost to the Lender Agent, any Issuing Bank or any of the Lenders of (A) funding or maintaining the Loansits Commitment or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent or any Lender, then the Borrowers shall, upon demandBorrower shall within 10 days after demand by the Agent, pay to the Lender Payments Administrator, for the account of each applicable Lender, additional amounts sufficient to indemnify the Lender Lenders against such increase in cost or reduction in amount receivablereceivable allocable to such Lenders’ funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation therein. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Payments Administrator, or the applicable Lender, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, If after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced includingintroduced, without limitation, including with respect to reserve requirements, applicable to the Lender or any Underlying Issuer or any other banking or financial institution from which the Lender whom such Person borrows funds or obtains creditcredit (a “Funding Institution”), or (iib) the Lender Lender, any Underlying Issuer or any Funding Institution complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) the Lender Lender, any Underlying Issuer or any Funding Institution determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender Lender, any Underlying Issuer or any Funding Institution complies with any request or directive regarding capital adequacy (whether or of not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the Lender's capital of Lender or such Underlying Issuer as a consequence of its obligations hereunder to a level below that which the Lender such Person could have achieved but for such adoption, change or compliance (taking into consideration the Lender's such Person’s or such Funding Institution’s policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender such Person to be material, and or any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases the cost to the Lender of funding or maintaining the LoansCommitment, or reduces the amount receivable in respect thereof then Borrowers shall upon demand by the Lender, then for the Borrowers shallaccount of Lender or, upon demandas applicable, pay to the Lender a Funding Institution, additional amounts sufficient to indemnify the Lender such Person against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall, if requested by any Borrower, be submitted to such Borrower by the Person making such claim, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, after the Closing Date, (i) any change in or in the interpretation of any law or regulation is introduced including, without limitation, made including with respect to reserve requirements, applicable to the Lender or any other banking or financial institution from which the Lender borrows funds or obtains creditLender, (ii) the any Lender complies is required to comply with, and complies, with any future guideline or request from any central bank or other Governmental Authority or (iii) the Lender determines that the adoption of there is enacted or adopted any applicable lawApplicable Law, rule or regulation regarding capital adequacy, or there is any change thereintherein after the Closing Date, or there is any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or the any Lender complies with any request or directive made after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the such Lender's capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the such Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and any of the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the such Lender of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the such Lender, then the Borrowers Borrower shall, upon demanddemand by the Administrative Agent, pay to the Administrative Agent for the benefit of such Lender additional amounts sufficient to indemnify the such Lender against such increase in cost or reduction in amount receivable. Each Lender agrees that, if it becomes aware of the occurrence of any such event or condition that would cause it to incur any material increased cost to fund or maintain the Loans or that would reduce the amount receivable in respect thereof in any material respect, it will notify the Administrative Agent (and the Administrative Agent will notify the Borrower) as promptly as practicable of such event or condition and will use its reasonable efforts to make, fund or maintain the affected Loans of such Lender in a manner such that the additional amounts which would otherwise be required to be paid hereunder would be materially reduced, in each case so long as, in such Lender's reasonable discretion, the making, funding or maintaining of such Loans in such other manner would not otherwise materially adversely affect such Loans or such Lender. If the Borrower shall receive notice from the Administrative Agent that amounts are due to a Lender hereunder, the Borrower may, upon at least five Business Days' prior written notice to such Lender and the Administrative Agent, but not more than sixty days after receipt of notice from the Administrative Agent, identify to the Administrative Agent an Eligible Assignee acceptable to the Borrower and the Administrative Agent, which will purchase from such Lender the Commitment, the amount of outstanding Loans, and the Notes held by such Lender and such Lender shall thereupon assign its Commitment, any Loans owing to such Lender, and the Notes held by such Lender to such Eligible Assignee in accordance with Section 2.10 upon receipt of such purchase price.

Indemnification in Certain Events. If, after the Closing Date, (i) any change in or in the interpretation of any law or regulation is introduced including, without limitation, with respect to reserve requirements, applicable to the Lender or any other banking or financial institution from which the Lender borrows funds or obtains credit, (ii) the Lender complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Lender determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the Lender's ’s capital as a consequence of its obligations hereunder to a level below that which the Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lender's ’s policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender to be material, and any of the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the Lender of funding or maintaining the LoansAdvances, or reduces the amount receivable in respect thereof by the Lender, then the Borrowers then, Borrower shall, upon demanddemand by Lender, within five (5) Business Days after receipt of written notice thereof from the Bank, which notice shall set forth the Bank’s supporting calculations in reasonable detail, pay to the Lender additional amounts sufficient to indemnify the Lender against such increase in cost or reduction in amount receivable, however, only in the event that Lender charges or requests indemnity from all of its other similarly situated borrowers for such amounts. In making the foregoing determination, “change in law” (or words of similar import) shall include, regardless of the date enacted, adopted or issued, all requests, guidelines, requirements or directives (i) under or relating to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, or (ii) promulgated pursuant to Basel III by the Bank of International Settlements, the Basel Committee on Banking Supervision (or any similar authority) or any other Governmental Authority.

Indemnification in Certain Events. If, If after the Closing Date, either (iA) any change in or in the interpretation of any law or regulation is introduced includingintroduced, without limitation, including with respect to reserve requirements, applicable to the Lender DBTCo., Deutsche Bank or any other banking or financial institution from which whom any of the Lender Lenders borrows funds or obtains creditcredit (a "FUNDING BANK"), the Agent or any of the Lenders, or (iiB) the Lender Agent, a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiiC) the Lender Agent, a Funding Bank or any of the Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender Agent, a Funding Bank or any of the Lenders complies with any request or directive regarding capital adequacy (whether or of not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause CLAUSE (iiiC), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder or under any L/C Participation to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or such Funding Bank's or Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and or any of the foregoing events described in clauses CLAUSES (iA), (iiB) and or (iiiC) increases the cost to the Lender Agent, or any of the Lenders of (I) funding or maintaining the LoansLine of Credit, or (II) acquiring or maintaining any L/C Participation in any Letter of Credit, or reduces the amount receivable in respect thereof thereof, or in respect of such Letter of Credit, by the Agent, the Issuing Bank of such Letter of Credit or any Lender, then the Borrowers shall, shall upon demanddemand by the Agent, pay to the Agent, for the account of each applicable Lender or, as applicable, an Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lender such Person against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall, if requested by the Funds Administrator, be submitted to the Funds Administrator by the Person making such claim, and shall be conclusive absent manifest error; PROVIDED, HOWEVER, in no event shall any party seek indemnification for any amounts described in this SECTION 4.9 if such amounts arose more than 180 days prior to the date on which reimbursement is being sought.

Indemnification in Certain Events. If, after the Closing Date, (i) any change in or in the interpretation of any law or regulation is introduced including, without limitation, with respect to reserve requirements, applicable to the Lender or any other banking or financial institution from which the Lender borrows funds or obtains credit, (ii) the Lender complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Lender determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the Lender's ’s capital as a consequence of its obligations hereunder to a level below that which the Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lender's ’s policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender to be material, and any of the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the Lender of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the Lender, then the Borrowers then, Borrower shall, upon demanddemand by Lender, pay to the Lender additional amounts sufficient to indemnify the Lender against such increase in cost or reduction in amount receivable. In making the foregoing determination, “change in law” (or words of similar import) shall include, regardless of the date enacted, adopted or issued, all requests, guidelines, requirements or directives (i) under or relating to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, or (ii) promulgated pursuant to Basel III by the Bank of International Settlements, the Basel Committee on Banking Supervision (or any similar authority) or any other Governmental Authority.

Indemnification in Certain Events. If, If after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced includingintroduced, without limitation, including with respect to reserve requirements, applicable to the Lender DBTCo., Deutsche Bank or any other banking or financial institution from which whom any of the Lender Lenders borrows funds or obtains creditcredit (a "FUNDING BANK"), the Agent or any of the Lenders, or (iib) the Lender Agent, a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) the Lender Agent, a Funding Bank or any of the Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender Agent, a Funding Bank or any of the Lenders complies with any request or directive regarding capital adequacy (whether or of not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause CLAUSE (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder or under any L/C Participation to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or such Funding Bank's or Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and or any of the foregoing events described in clauses CLAUSES (ia), (iib) and OR (iiic) increases the cost to the Lender Agent, or any of the Lenders of (i) funding or maintaining the LoansLine of Credit, or (ii) acquiring or maintaining any L/C Participation in any Letter of Credit, or reduces the amount receivable in respect thereof thereof, or in respect of such Letter of Credit, by the Agent, the Issuing Bank of such Letter of Credit or any Lender, then the Borrowers shall, shall upon demanddemand by the Agent, pay to the Agent, for the account of each applicable Lender or, as applicable, an Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lender such Person against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall, if requested by the Funds Administrator, be submitted to the Funds Administrator by the Person making such claim, and shall be conclusive absent manifest error; PROVIDED, HOWEVER, in no event shall any party seek indemnification for any amounts described in this SECTION 4.9 if such amounts arose more than 180 days prior to the date on which reimbursement is being sought.

Indemnification in Certain Events. If, after the Closing Date, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender or any other banking or financial institution from which the Lender borrows funds or obtains credit, (ii) the Lender complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Lender determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the Lender's capital as a consequence of its obligations hereunder to a level below that which the Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender to be material, and any of the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the Lender of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the Lender, then the Borrowers Borrower shall, upon demanddemand by the Lender, pay to the Lender additional amounts sufficient to indemnify the Lender against such increase in cost or reduction in amount receivable. Upon the occurrence of any event giving rise to the application of this Section involving an amount in excess of $25,000, the Lender shall, if requested by the Borrower, use reasonable efforts to avoid or minimize the increase of costs or reduction in the amount receivable resulting from such event so long as such avoidance or minimization can be made in such a manner that the Lender, in its sole determination, suffers no economic, legal or regulatory disadvantage.

Indemnification in Certain Events. If, after the Closing Date, (i) any change in or in the interpretation of any law or regulation is introduced including, without limitation, with respect to reserve requirements, applicable to the any Lender or any other banking or financial institution from which the any Lender borrows funds or obtains credit, (ii) the any Lender complies with any future guideline or request from any central bank or other Governmental Authority Authority, or (iii) the any Lender determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the any Lender complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the such Lender's ’s capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the such Lender's ’s policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and any of the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the such Lender of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the such Lender, then the Borrowers Borrower shall, upon demanddemand by the Agent, pay to the Agent for the benefit of such Lender additional amounts sufficient to indemnify the such Lender against such increase in cost or reduction in amount receivable.

Indemnification in Certain Events. If, after the Closing Date, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to any of the Lender Lenders or any other banking or financial institution from which any of the Lender Lenders borrows funds or obtains credit, (ii) any of the Lender Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iii) any of the Lender Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or any of the Lender Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the such Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and any of the foregoing events described in clauses (i), (ii) and (iii) increases the any Lender's cost to the Lender of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by any of the LenderLenders, then the Borrowers Borrower shall, upon demanddemand by the Agent, pay to the Agent for the account of the applicable Lender additional amounts sufficient to indemnify the such Lender against such increase in cost or reduction in amount receivable.. Upon the occurrence of any event giving rise to the application of this Section involving an amount in excess of $25,000 in the aggregate, or $10,000 per Lender, the applicable Lender shall, if requested by the Borrower, use reasonable efforts to avoid or minimize the increase of costs or reduction in the amount receivable resulting from such event so long as such avoidance or minimization can be made in such a manner that such Lender, in its sole determination, suffers no economic, legal or regulatory disadvantage. -52-

Indemnification in Certain Events. If, If after the Closing Date, (ia) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender any Funding Bank or any other banking or financial institution from which of the Lender borrows funds or obtains creditLenders, (iib) a Funding Bank or any of the Lender Lenders complies with any future guideline or request from any central bank or other Governmental Authority Authority, or (iiic) a Funding Bank or any of the Lender Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or a Funding Bank or any of the Lender Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the LenderFunding Bank's or Lenders' 63 policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and the result of any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases is or results in an increase in the cost to any of the Lender Lenders of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, the Term Loans or reduces the amount receivable in respect thereof by the LenderLetters of Credit, then the Borrowers shall, Borrower shall from time to time upon demanddemand by the Agent, pay to the Lender Agent additional amounts sufficient to indemnify the Lender Lenders against such increase increased cost; PROVIDED, HOWEVER, that the Borrower shall not be obligated to pay any such amount if the Lender or Funding Bank otherwise entitled to payment thereof shall not have notified the Borrower of such amount within 180 days of the date it becomes aware that such adoption, change or compliance resulted in increased costs. A certificate as to the amount of such increased cost or reduction in amount receivableshall be submitted to the Borrower by the Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If, (a) If after the Closing Datedate hereof, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender BT or any other banking Affiliate controlling BT or financial institution from which the Lender borrows funds or obtains credit, (ii) the Lender BT or such Affiliate complies with any future guideline or request from any central bank or other Governmental Authority and in the case of any event described in clause (i) or (ii) such event increases the cost to BT of issuing, making or maintaining the Letters of Credit or complying with its obligations under this Agreement or reduces the amount receivable in respect thereof by BT or such Affiliate or (iii) the Lender BT or such Affiliate determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described belowbelow or, BT or the Lender such Affiliate complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's capital as a consequence of its obligations hereunder to a level below that which the Lender BT or such Affiliate could have achieved but for such adoption, change or compliance (taking into consideration the LenderBT's or such Affiliate's policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender BT or such Affiliate to be material, and then in any of such case, the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the Lender of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the Lender, then the Borrowers Company shall, upon demand, demand by BT or such Affiliate pay to the Lender BT or such Affiliate additional amounts sufficient to indemnify the Lender BT or such Affiliate against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost or reduction in amounts and setting forth in reasonable detail the calculation thereof shall be submitted to the Company by BT or the applicable Affiliate and shall be conclusive, absent manifest error. In the event BT is entitled to payment hereunder in respect of such increased cost or reduction in amounts, BT shall use reasonable efforts to designate a different Lending Office to the extent such designation could reduce or eliminate such payment and such designation is not, in BT's reasonable judgment, otherwise disadvantageous to BT.

Indemnification in Certain Events. If, If after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced includingintroduced, without limitation, including with respect to reserve requirements, applicable to the Lender DBTCo, Deutsche Bank AG or any other banking or financial institution from which whom any of the Lender Lenders borrows funds or obtains creditcredit (a "Funding Bank"), the Agent or any of the Lenders (iiexcluding imposition of Taxes, which shall be governed by Section 2.8, and excluding any reserve requirement reflected in the Adjusted LIBOR Rate), or (b) the Lender Agent, a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority (excluding imposition of Taxes, which shall be governed by Section 2.8, and excluding any reserve requirement reflected in the Adjusted LIBOR Rate) or (iiic) the Lender Agent, a Funding Bank or any of the Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender Agent, a Funding Bank or any of the Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder or with respect to any participation interest in any Letter of Credit (excluding imposition of Taxes, which shall be governed by Section 2.8, and excluding any reserve requirement reflected in the Adjusted LIBOR Rate) to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or such Funding Bank's or Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and or any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases the cost to the Lender Agent, or any of the Lenders of (i) funding or maintaining the LoansLine of Credit; or (ii) acquiring or maintaining any participation interest in any Letter of Credit, or reduces the amount receivable in respect thereof thereof, or in respect of such Letter of Credit, by the Agent or any Lender, then the Borrowers shall, shall promptly upon demandreceipt from the Agent of the certificate referred to in the following sentence, pay to the Agent, for the account of each applicable Lender or, as applicable, a Funding Bank, additional amounts sufficient to indemnify the Lender such Person against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Funds Administrator by the Person making such claim, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, after the Closing Date, (i) any change in or in the interpretation of any law or regulation is introduced including, without limitation, made including with respect to reserve requirements, applicable to the Lender or any other banking or financial institution from which the Lender borrows funds or obtains creditLender, (ii) the any Lender complies is required to comply with, and complies, with any future guideline or request from any central bank or other Governmental Authority or (iii) the Lender determines that the adoption of there is enacted or adopted any applicable lawApplicable Law, rule or regulation regarding capital adequacy, or there is any change thereintherein after the Closing Date, or there is any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or the any Lender complies with any request or directive made after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the such Lender's capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the such Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and any of the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the such Lender of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the such Lender, then the Borrowers Borrower shall, upon demanddemand by the Administrative Agent, pay to the Administrative Agent for the benefit of such Lender additional amounts sufficient to indemnify the such Lender against such increase in cost or reduction in amount receivable. Each Lender agrees that, if it becomes aware of the occurrence of any such event or condition that would cause it to incur any material increased cost to fund or maintain the Loans or that would reduce the amount receivable in respect thereof in any material respect, it will notify the Administrative Agent (and the Administrative Agent will notify the Borrower) as promptly as practicable of such event or condition and will use its reasonable efforts to make, fund or maintain the affected Loans of such Lender in a manner such that the additional amounts which would otherwise be required to be paid hereunder would be materially reduced, in each case so long as, in such Lender's reasonable discretion, the making, funding or maintaining of such Loans in such other manner would not otherwise materially adversely affect such Loans or such Lender. If the Borrower shall receive notice from the Administrative Agent that amounts are due to a Lender hereunder, the Borrower may, upon at least five Business Days' prior written notice to such Lender and the Administrative Agent, but not more than 60 days after receipt of notice from the Administrative Agent, identify to the Administrative Agent an Eligible Assignee acceptable to the Borrower and the Administrative Agent, which will purchase from such Lender the Commitment, the amount of outstanding Loans, and the Notes held by such Lender and such Lender shall thereupon assign its Commitment, any Loans owing to such Lender, and the Notes held by such Lender to such Eligible Assignee in accordance with Section 11.3 upon receipt of such purchase price. Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directions thereunder issued in connection therewith or in implementation thereof, shall in each case be deemed a change in law covered by this Section regardless of the date enacted, adopted, issued or implemented.

Indemnification in Certain Events. If, after the Closing Date, If either (i) any change after the Restatement Effective Date in or in the interpretation of any applicable law or regulation governmental rule, regulation, order, guideline, directive or request (whether or not having the force of law) is introduced or adopted, including, without limitation, with respect to reserve requirementsrequirements (except, in the case of any such reserve requirements relating to any Eurodollar Rate Loan, to the extent such reserves are reflected in the Eurodollar Rate for the respective Interest Period relating thereto), applicable to Administrative Agent, the Lender Issuing Bank or any other banking of the Lenders, or financial institution from which the Lender borrows funds or obtains credit, (ii) the Lender Administrative Agent, the Issuing Bank or any of the Lenders complies with any future or changed (from that in effect on the Restatement Effective Date) guideline or request from any central bank or other Governmental Authority or (iii) the Lender Administrative Agent, the Issuing Bank or any of the Lenders determines that the adoption after the Restatement Effective Date of any applicable law, rule or regulation regarding capital adequacy, or any change after the Restatement Effective Date therein, or any change after the Restatement Effective Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described belowbelow (whether directly on such Person or on a direct or indirect parent holding company thereof), or any of the Lender Administrative Agent, the Issuing Bank or any of the Lenders (or any direct or indirect parent holding company thereof) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Administrative Agent's, the Issuing Bank's or any Lender's (or its direct or indirect parent holding company's) capital as a consequence of its obligations or Commitments hereunder to a level below that which the Lender such Person (or its direct or indirect parent holding company) could have achieved but for such adoption, change or compliance (taking into consideration the Administrative Agent's, the Issuing Bank's or such Lender's (or its parent holding company's) policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender such Person to be material, and any of the foregoing events described in clauses (i), (ii) and or (iii) increases the cost to the Lender Administrative Agent, the Issuing Bank or any of the Lenders of (A) funding or maintaining the Loansits Commitment or Obligations or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Administrative Agent, the Issuing Bank or any Lender, then the Borrowers shallBorrower shall within 10 days after demand by the Administrative Agent, upon demandthe Issuing Bank or the respective Lender, pay to the Lender Administrative Agent, for the account of the Administrative Agent, the Issuing Bank or the respective Lender, such additional amounts as are sufficient to indemnify the Lender such Persons against such increase increases in cost costs or reduction reductions in amounts receivable. A certificate as to the amount receivableof such increased costs or reductions in amounts receivable and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Administrative Agent, the Issuing Bank or the applicable Lender, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, after the Closing Date, (i) any change in or in the interpretation of any law or regulation is introduced including, without limitation, made including with respect to reserve requirements, applicable to the Lender or any other banking or financial institution from which the Lender borrows funds or obtains creditLender, (ii) the any Lender complies is required to comply with, and complies, with any future guideline or request from any central bank or other Governmental Authority or (iii) the Lender determines that the adoption of there is enacted or adopted any applicable lawApplicable Law, rule or regulation regarding capital adequacy, or there is any change thereintherein after the Closing Date, or there is any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or the any Lender complies with any request or directive made after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the such Lender's ’s capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the such Lender's ’s policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and any of the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the such Lender of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the such Lender, then the Borrowers Borrower shall, upon demanddemand by the Administrative Agent, pay to the Administrative Agent for the benefit of such Lender additional amounts sufficient to indemnify the such Lender against such increase in cost or reduction in amount receivable. Each Lender agrees that, if it becomes aware of the occurrence of any such event or condition that would cause it to incur any material increased cost to fund or maintain the Loans or that would reduce the amount receivable in respect thereof in any material respect, it will notify the Administrative Agent (and the Administrative Agent will notify the Borrower) as promptly as practicable of such event or condition and will use its reasonable efforts to make, fund or maintain the affected Loans of such Lender in a manner such that the additional amounts which would otherwise be required to be paid hereunder would be materially reduced, in each case so long as, in such Lender’s reasonable discretion, the making, funding or maintaining of such Loans in such other manner would not otherwise materially adversely affect such Loans or such Lender. If the Borrower shall receive notice from the Administrative Agent that amounts are due to a Lender hereunder, the Borrower may, upon at least five Business Days’ prior written notice to such Lender and the Administrative Agent, but not more than sixty days after receipt of notice from the Administrative Agent, identify to the Administrative Agent an Eligible Assignee acceptable to the Borrower and the Administrative Agent, which will purchase from such Lender the Commitment, the amount of outstanding Loans, and the Notes held by such Lender and such Lender shall thereupon assign its Commitment, any Loans owing to such Lender, and the Notes held by such Lender to such Eligible Assignee in accordance with Section 2.10 upon receipt of such purchase price.

Indemnification in Certain Events. If, If after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced includingintroduced, without limitation, including with respect to reserve requirements, applicable to the Lender DBTCo., Deutsche Bank or any other banking or financial institution from which whom any of the Lender Lenders borrows funds or obtains creditcredit (a "FUNDING BANK"), either Agent or any of the Lenders, or (iib) an Agent, a Funding Bank or any of the Lender Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) an Agent, a Funding Bank or any of the Lender Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or an Agent, a Funding Bank or any of the Lender Lenders complies with any request or directive regarding capital adequacy (whether or of not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause CLAUSE (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder or under any L/C Participation to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agents' or such Funding Bank's or Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and or any of the foregoing events described in clauses CLAUSES (ia), (iib) and OR (iiic) increases the cost to an Agent or any of the Lender Lenders of (i) funding or maintaining any of the LoansLoans or the Letters of Credit; or (ii) acquiring or maintaining any L/C Participation in any Letter of Credit, or reduces the amount receivable in respect thereof thereof, or in respect of such Letter of Credit, by an Agent, the Issuing Bank of such Letter of Credit or any Lender, then the Borrowers shall, shall upon demanddemand by an Agent, pay to such Agent, for the account of each applicable Lender or, as applicable, an Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lender such Person against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall, if requested by a Funds Administrator, be submitted to such Funds Administrator by the Person making such claim, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, after the Closing Date, (i) any change in or in the interpretation of any law or regulation is introduced including, without limitation, with respect to reserve requirements, applicable to the Lender or any other banking or financial institution from which the Lender borrows funds or obtains credit, (ii) the Lender complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Lender determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the Lender's ’s capital as a consequence of its obligations hereunder to a level below that which the Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lender's ’s policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender to be material, and any of the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the Lender of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the Lender, then the Borrowers Borrower shall, upon demand, pay to the Lender additional amounts sufficient to indemnify the Lender against such increase in cost or reduction in amount receivable.

Indemnification in Certain Events. If, If after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced includingintroduced, without limitation, including with respect to reserve requirements, applicable to the Lender BTCo, Deutsche Bank AG or any other banking or financial institution from which whom any of the Lender Lenders borrows funds or obtains creditcredit (a "FUNDING BANK"), Agent or any of the Lenders, or (iib) Agent, a Funding Bank or any of the Lender Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) Agent, a Funding Bank or any of the Lender Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or Agent, a Funding Bank or any of the Lender Lenders complies with any request or directive regarding capital adequacy (whether or of not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder or with respect to any participation interest in a Letter of Credit to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or such Funding Bank's or Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender such Lender, in good faith, to be material, and or any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases the cost to Agent, or any of the Lender Lenders of (i) funding or maintaining the LoansLine of Credit; or (ii) acquiring or maintaining any participation interest in any Letter of Credit, or reduces the amount receivable in respect thereof thereof, by Agent, the Issuing Lender of such Letter of Credit or any Lender, then Borrower shall upon demand made therefor by Agent within ninety (90) days after an officer of Agent, such Issuing Lender or such Lender, as the Borrowers shallcase may be, upon demandresponsible for overseeing the transactions contemplated by this Credit Agreement knows or has reason to know that such amount is payable by Borrower pursuant to this Section 4.9, pay to Agent, for the account of each applicable Lender or, as applicable, an Issuing or a Funding Bank, additional amounts sufficient to indemnify the Lender such Person against such increase in cost or reduction in amount receivable, provided that Agent, such Issuing Lender or such Lender is generally charging its similarly situated borrowers additional amounts resulting from the circumstances described herein. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall, if requested by Borrower, promptly be submitted to Borrower by the Person making such claim, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, If after the Closing Date, either --------------------------------- (ia) any change in or in the interpretation of any law or regulation is introduced includingintroduced, without limitation, including with respect to reserve requirements, applicable to the Lender BTCo, Deutsche Bank AG or any other banking or financial institution from which whom any of the Lender Lenders borrows funds or obtains creditcredit (a "Funding Bank"), the Agent or any of the Lenders, or (iib) the Lender Agent, a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) the Lender Agent, a Funding Bank or any of the Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender Agent, a Funding Bank or any of the Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder or with respect to any participation interest in any Letter of Credit to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or such Funding Bank's or Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and or any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases the cost to the Lender Agent, or any of the Lenders of (i) funding or maintaining the LoansLine of Credit; or (ii) acquiring or maintaining any participation interest in any Letter of Credit, or reduces the amount receivable in respect thereof thereof, or in respect of such Letter of Credit, by the Agent, the Issuing Lender of such Letter of Credit or any Lender, then the Borrowers shall, shall upon demanddemand by the Agent, pay to the Agent, for the account of each applicable Lender or, as applicable, an Issuing Lender or a Funding Bank, additional amounts sufficient to indemnify the Lender such Person against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall, if requested by the Funds Administrator, be submitted to the Funds Administrator by the Person making such claim, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, (a) If after the Closing Effective Date, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender BT, any Bank or any other banking Affiliate controlling any Bank, or financial institution from which the Lender borrows funds or obtains credit, (ii) the Lender a Bank or an Affiliate controlling a Bank complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Lender a Bank or an Affiliate controlling a Bank determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, a Bank or the Lender an Affiliate controlling a Bank complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's capital as a consequence of its obligations hereunder to a level below that which the Lender a Bank or an Affiliate controlling a Bank could have achieved but for such adoption, change or compliance (taking into consideration the Lendersuch Bank's or Affiliate's policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender such Bank or such Affiliate controlling such Bank to be material, and any of the foregoing events described in clauses (i), (ii) and or (iii) increases the cost to the Lender any Bank of funding or maintaining the LoansCommitments or issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, complying with its obligations under this Agreement or reduces the amount receivable in respect thereof by the LenderAdministrative Agent, or any Bank or any Affiliate controlling such Bank, then the Borrowers Company shall, upon demanddemand by the Agent, pay to the Lender Administrative Agent, for the account of each applicable Bank, each applicable Affiliate controlling a Bank or, each applicable Issuing Bank, additional amounts sufficient to indemnify such Bank or the Lender Affiliate controlling such Bank against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Company by the Administrative Agent, or the applicable Bank or the applicable Affiliate controlling such Bank, and shall be conclusive, absent manifest error. Any party entitled to payment hereunder in respect of such increased cost shall use reasonable efforts to designate a different Lending Office to the extent such designation could reduce or eliminate such payment.

Indemnification in Certain Events. If, If after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced includingintroduced, without limitation, including with respect to reserve requirements, applicable to the Lender DBTCo., Deutsche Bank or any other banking or financial institution from which whom any of the Lender Lenders borrows funds or obtains creditcredit (a "FUNDING BANK"), the Agent or any of the Lenders, or (iib) the Lender Agent, a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) the Lender Agent, a Funding Bank or any of the Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender Agent, a Funding Bank or any of the Lenders complies with any request or directive regarding capital adequacy (whether or of not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause CLAUSE (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder or under any L/C Participation to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or such Funding Bank's or Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and or any of the foregoing events described in clauses CLAUSES (ia), (iib) and OR (iiic) increases the cost to the Lender Agent, or any of the Lenders of (i) funding or maintaining the LoansLine of Credit; or (ii) acquiring or maintaining any L/C Participation in any Letter of Credit, or reduces the amount receivable in respect thereof thereof, or in respect of such Letter of Credit, by the Agent, the Issuing Bank of such Letter of Credit or any Lender, then the Borrowers shall, shall upon demanddemand by the Agent, pay to the Agent, for the account of each applicable Lender or, as applicable, an Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lender such Person against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall, if requested by the Funds Administrator, be submitted to the Funds Administrator by the Person making such claim, and upon 15 days after delivery of such certificate to the Funds Administrator shall be conclusive absent manifest error.

Indemnification in Certain Events. If, If after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender FUNB or any other banking or financial institution from which whom any of the Lender borrows Lenders borrow funds or obtains creditobtain credit (a "Funding Bank") or any of the Lenders, or (iib) a Funding Bank or any of the Lender Lenders complies with any future guideline or request from any central bank or other Governmental Authority governmental authority or (iiic) a Funding Bank or any of the Lender Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or a Funding Bank or any of the Lender Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the LenderFunding Bank's or Lenders' policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and the result of any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases is or results in an increase in the cost to any of the Lender Lenders of funding or maintaining the LoansRevolving Credit Committed Amount, the Revolving Loans or reduces the amount receivable in respect thereof by the LenderLetters of Credit, then the Borrowers shall, shall from time to time upon demanddemand by the Agent, pay to the Lender Agent additional amounts sufficient to indemnify the Lender Lenders against such increase in increased cost. A certificate as to the amount of such increased cost or reduction in amount receivableshall be submitted to the Borrowers by the Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If, If after the Closing Date, either (i) any change in or in the interpretation of any law or regulation (other than changes in the rate of tax on the overall income of any Lender or its applicable lending office) is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender Deutsche Bank AG New York or any other banking or financial institution from which whom any of the Lender borrows Lenders borrow funds or obtains creditobtain credit (a "Funding Bank"), the Issuing Bank or any of the Lenders, or (ii) a Funding Bank, the Lender Issuing Bank or any of the Lenders complies with any future guideline or request from issued or made after the Closing Date by any central bank or other Governmental Authority governmental authority whose guidelines or requests are customarily honored by such Funding Bank, Issuing Bank or Lenders or (iii) a Funding Bank, the Lender Issuing Bank or any of the Lenders determines that the adoption after the Closing Date of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the DSN:54248.4 38 effect described below, or a Funding Bank, the Lender Issuing Bank or any of the Lenders complies with any request or directive after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the LenderIssuing Bank's or any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which the Issuing Bank or such Lender could have achieved but for such adoption, change or compliance (taking into consideration the LenderFunding Bank's, the Issuing Bank's or Lenders' policies as the case may be with respect to capital adequacy) by an amount deemed by the Issuing Bank or such Lender to be material, and the result of any of the foregoing events described in clauses (i), (ii) and or (iii) increases is or results in an increase in the cost to the Lender Agent, the Issuing Bank or any of the Lenders of (A) funding or maintaining the LoansLine of Credit or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent, the Issuing Bank or any Lender, then the Borrowers shall, upon demandBorrower shall from time to time within 10 Business Days of demand by the Agent, pay to the Lender Agent, for the account of the Issuing Bank or each applicable Lender, additional amounts sufficient to indemnify the Lender Issuing Bank or Lenders against such increase in increased cost or reduction reduced receipt, provided such increased cost or reduced receipt is incurred not more than 90 days prior to the date of such demand. A certificate as to the amount of such increased cost and setting forth in amount receivablereasonable detail the calculation thereof shall be submitted to the Borrower by the Agent, the Issuing Bank or the applicable Lender, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, If after the Closing Datedate hereof, either (ia) any change in or in the interpretation of any law or regulation of general applicability is introduced includingintroduced, without limitation, including with respect to reserve requirements, applicable to the Lender or any other banking or financial institution from which the Lender borrows funds or obtains creditcredit (a "Funding Bank"), (iib) the a Funding Bank or Lender complies with any future guideline or request of general applicability from any central bank or other Governmental Authority or (iiic) the a Funding Bank or Lender determines that the adoption of any generally applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 thereof, has or would have the effect described below, or the a Funding Bank or Lender complies with any request or directive of general applicability regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth described in clauses (a), (b) or (c) of this clause (iii)Section 3.7, such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the Lender's capital of a Funding Bank or Lender as a consequence of its obligations hereunder to a level below that which the such Funding Bank or Lender could have achieved but for such adoption, change or compliance (taking into consideration the such Funding Bank's or Lender's policies policies, as the case may be be, with respect to capital adequacy) by an amount deemed by the such Funding Bank or Lender to be material, and any of the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the Lender of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the Lender, then the Borrowers Borrower shall, upon demanddemand by Lender, pay to the Lender Lender, additional amounts sufficient to indemnify the Lender or Funding Bank against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the basis for and calculation thereof (which calculation shall be made in accordance with a reasonable method of allocation among similarly situated borrowers) shall be submitted to Borrower by Lender or Funding Bank, and shall be conclusive, absent manifest error.

Indemnification in Certain Events. If, If after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced includingintroduced, without limitation, including with respect to reserve requirements, applicable to the Lender DBTCo., Deutsche Bank or any other banking or financial institution from which whom any of the Lender Lenders borrows funds or obtains creditcredit (a “Funding Bank”), the Agent or any of the Lenders, or (iib) the Lender Agent, a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) the Lender Agent, a Funding Bank or any of the Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender Agent, a Funding Bank or any of the Lenders complies with any request or directive regarding capital adequacy (whether or of not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders’ capital as a consequence of its obligations hereunder or under any L/C Participation to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent’s or such Funding Bank’s or Lender's ’s policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and or any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases the cost to the Lender Agent, or any of the Lenders of (i) funding or maintaining the LoansLine of Credit, or (ii) acquiring or maintaining any L/C Participation in any Letter of Credit, or reduces the amount receivable in respect thereof thereof, or in respect of such Letter of Credit, by the Agent, the Issuing Bank of such Letter of Credit or any Lender, then Borrowers shall upon demand by the Borrowers shall, upon demandAgent, pay to the Agent, for the account of each applicable Lender or, as applicable, an Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lender such Person against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall, if requested by the Funds Administrator, be submitted to the Funds Administrator by the Person making such claim, and shall be conclusive absent manifest error; provided, however, in no event shall any party seek indemnification for any amounts described in this Section 4.9 if such amounts arose more than 180 days prior to the date on which reimbursement is being sought.

Indemnification in Certain Events. If, If after the Initial Closing Date, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender Agent, any of the Lenders or any other banking or financial institution from which whom any of the Lender Lenders borrows funds or obtains creditcredit (a "Funding Bank"), or (ii) the Lender Agent, a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Lender Agent, a Funding Bank or any of the Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender Agent, a Funding Bank or any of the Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or any applicable Funding Bank's or Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and any of the foregoing events described in clauses (i), (ii) and or (iii) increases the cost to the Lender Agent, the Issuing Bank or any of the Lenders of (A) funding or maintaining the LoansTotal Commitments or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent, the Issuing Bank or any Lender, then the Borrowers shall, Borrower shall upon demanddemand by the Agent, pay to the Agent, for the account of each applicable Lender or, as applicable, the Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lender Lenders against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Agent, or the applicable Lender, Issuing Bank or Funding Bank, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, (a) If after the Closing Effective Date, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to any Agent, the Payments Administrator, the Issuing Lender or any other of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender (any such Affiliate, a "FUNDING AFFILIATE")), or financial institution from which the Lender borrows funds or obtains credit, (ii) any Agent, the Payments Administrator, the Issuing Lender, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iii) any Agent, the Payments Administrator, the Issuing Lender, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or any Agent, the Payments Administrator, the Issuing Lender, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the Lenderany of such Person's (or any Funding Affiliate's) capital as a consequence of its obligations hereunder to a level below that which the Lender such Person could have achieved but for such adoption, change or compliance (taking into consideration the Lendersuch Person's (or any Funding Affiliate's) policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender such Person to be material, and any of the foregoing events described in clauses (i), (ii) and or (iii) increases the cost or reduces the rate of return to any Agent, the Lender Payments Administrator, the Issuing Lender, or any of the Lenders of (A) (i) with respect to an event described in clauses (i) and (ii), making or maintaining its Eurodollar Rate Loans, and (ii) with respect to an event described in clause (iii), funding or maintaining the Loansits Commitment or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by any Agent, the Payments Administrator, the Issuing Lender or any Lender, then the Borrowers shall, upon demandBorrower shall within 15 days after demand by the Administrative Agent, pay to the Payments Administrator, for the account of each applicable Lender or the Issuing Lender, as the case may be, additional amounts sufficient to indemnify the Administrative Agent, the Payments Administrator, the Lenders or the Issuing Lender against such increase in cost or reduction in amount receivablereceivable allocable to such Agent's, the Payments Administrator's, such Lenders' or the Issuing Lender's, as the case may be, funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation therein. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the applicable Agent, the Payments Administrator, or the applicable Lender or the Issuing Lender, as the case may be, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, If after the Closing Date, either (i) any change in or in the interpretation of any law or regulation is introduced becomes effective, including, without limitation, with respect to reserve requirements, applicable to the Lender Agent, to any of the Lenders, or to Bankers Trust Company, or any other banking or financial institution from which whom any of the Lender Lenders borrows funds or obtains creditcredit (a "Funding Bank"), or (ii) the Lender Agent, a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Lender Agent, a Funding Bank or any of the Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender Agent, a Funding Bank or any of the Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or such Funding Bank's or Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and any of the foregoing events described in clauses (i), (ii) and or (iii) increases the cost to the Lender Agent, the Issuing Bank or any of the Lenders of (A) funding or maintaining the Loanstotal Commitments or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent, the Issuing Bank or any Lender, then the Borrowers shall, shall jointly and severally upon demanddemand by the Agent, pay to the Agent, for the account of each applicable Lender or, as applicable, the Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lender Lenders against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrowers by the Agent, or the applicable Lender, Issuing Bank or Funding Bank, and shall be conclusive absent manifest error. Prior to making any such demand, each of the Lenders, the Agent, Funding Bank or other such party shall use reasonable efforts to designate a different Lending Office if such a designation could reduce or eliminate any such payment.

Indemnification in Certain Events. If, If after the Closing Datedate of this Agreement, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to Agent, any of the Lender Lenders, the Issuing Bank or any other banking Lending Affiliate or financial institution from which the Lender borrows funds or obtains credit, (ii) Agent, any of the Lender Lenders, the Issuing Bank or any Lending Affiliate complies with any future guideline or request from any central bank or other Governmental Authority or (iii) Agent, any of the Lender Lenders, the Issuing Bank or any Lending Affiliate determines that the adoption after the date of this Agreement of any applicable law, rule or regulation regarding capital adequacy, or any change thereintherein after the date of this Agreement, or any change after the date of this Agreement in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or Agent, any of the Lender Lenders, the Issuing Bank or any Lending Affiliate complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on Agent's, any of the LenderLenders', the Issuing Bank's or any Lending Affiliate's capital as a consequence of its obligations hereunder to a level below that which Agent, such Lender, the Lender Issuing Bank, or any Lending Affiliate could have achieved but for such adoption, change or compliance (taking into consideration Agent's, such Lender's, the LenderIssuing Bank's or the Lending Affiliate's policies as the case may be with respect to capital adequacy) by an amount deemed by Agent, such Lender, the Lender Issuing Bank or the Lending Affiliate to be material, and any of the foregoing events described in clauses (i), (ii) and or (iii) increases the cost to Agent, the Lender Issuing Bank, any of the Lenders or any Lending Affiliate of (A) funding or maintaining any of the LoansTotal Revolving Commitments or Total Acquisition Commitments or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by Agent, the LenderIssuing Bank, any Lender or any Lending Affiliate, then the Borrowers shall, shall upon demanddemand by Agent, pay to Agent, for the account of Agent, each applicable Lender or, as applicable, the Issuing Bank or Lending Affiliate, additional amounts sufficient to indemnify Agent, the Lender Lenders, the Issuing Bank or the Lending Affiliate against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrowers by Agent, or the applicable Lender, Issuing Bank or Lending Affiliate, and shall be conclusive absent manifest error. The obligations of the Borrowers under this Subsection 2.21(J) shall survive payment of the Liabilities and termination of this Agreement.

Indemnification in Certain Events. If, (a) If after the Closing Date, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender Agent, any Issuing Bank or any other of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding Affiliate")), or financial institution from which the Lender borrows funds or obtains credit, (ii) the Agent, any Issuing Bank, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Agent, any Issuing Bank, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Agent, any Issuing Bank, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the Lenderany of such Person's (or any Funding Affiliate's) capital as a consequence of its obligations hereunder to a level below that which the Lender such Person could have achieved but for such adoption, change or compliance (taking into consideration the Lendersuch Person's (or any Funding Affiliate's) policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender such Person to be material, and any of the foregoing events described in clauses (i), (ii) and or (iii) increases the cost to the Lender Agent, any Issuing Bank or any of the Lenders of (A) funding or maintaining the Loansits Commitment or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent, any Issuing Bank or any Lender, then the Borrowers shall, upon demandBorrower shall within 10 days after demand by the Agent, pay to the Payments Administrator, for the account of each applicable Lender or Issuing Bank, as the case may be, additional amounts sufficient to indemnify the Lender Agent, the Lenders or Issuing Banks against such increase in cost or reduction in amount receivablereceivable allocable to the Agent's, such Lenders' or Issuing Banks', as the case may be, funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation therein. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Agent, or the applicable Lender or Issuing Bank, as the case may be, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, If after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender any Funding Bank or any other banking of the Lenders, or financial institution from which (b) a Funding Bank or any of the Lender borrows funds or obtains credit, (ii) the Lender Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) a Funding Bank or any of the Lender Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or a Funding Bank or any of the Lender Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the LenderFunding Bank's or Lenders' policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and the result of any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases is or results in an increase in the cost to any of the Lender Lenders of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans, or reduces the amount receivable in respect thereof by the LenderLetters of Credit, then the Borrowers shall, shall from time to time upon demanddemand by the Agent, pay to the Lender Agent additional amounts sufficient to indemnify the Lender Lenders against such increase increased cost. A certificate as to the amount of such increased cost shall be submitted to the Borrowers by the Agent and shall be conclusive and binding absent manifest error. Notwithstanding anything in cost or reduction in amount receivablethe above to the contrary, the Borrowers shall not be required to indemnify the Lenders under this Section 4.7 for events occurring more than one hundred twenty (120) days prior to the Agent's demand for any such additional amount.

Indemnification in Certain Events. If, after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender First Union or any other banking or financial institution from which whom any of the Lender borrows Lenders borrow funds or obtains creditobtain credit (a "Funding Bank") or any of the Lenders, or (iib) a Funding Bank or any of the Lender Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) a Funding Bank or any of the Lender Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or a Funding Bank or any of the Lender Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the LenderFunding Bank's or Lenders' policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and the result of any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases is or results in an increase in the cost to any of the Lender Lenders of funding or maintaining the LoansRevolving Credit Committed Amount, the Revolving Loans or reduces the amount receivable in respect thereof Letters of Credit, then, the Borrower shall from time to time upon demand by the Lender, then the Borrowers shall, upon demandAdministrative Agent, pay to the Lender Administrative Agent additional amounts sufficient to indemnify the Lender Lenders against such increase increased cost (without duplication, however, of any costs included in the definition of "Eurodollar Rate"). A certificate as to the amount of such increased cost or reduction in amount receivableshall be submitted to the Borrower by the Administrative Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If, If after the Closing Date, either --------------------------------- (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender Bankers Trust Company, Bankers Trust (Delaware) or any other banking or financial institution from which whom any of the Lender borrows Lenders borrow funds or obtains creditobtain credit (a "Funding Bank") or any of the Lenders, or (ii) a Funding Bank or any of the Lender Lenders complies with any future guideline or request from any central bank or other Governmental Authority governmental authority or (iii) a Funding Bank or any of the Lender Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or a Funding Bank or any of the Lender Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the LenderFunding Bank's or Lenders' policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and the result of any of the foregoing events described in clauses (i), (ii) and or (iii) increases is or results in an increase in the cost to any of the Lender Lenders of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the any such Lender's Commitments, then the Borrowers shall, Borrower shall from time to time upon demanddemand by the Agent (which demand shall be made by the Agent upon the request of any such Lender), pay to the Lender Agent additional amounts sufficient to indemnify the Lender Lenders against such increase in increased cost. A certificate as to the amount of such increased cost shall be submitted to the Borrower by the Lender requesting such additional amount or reduction in amount receivableincreased cost and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, If after the Closing Date, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender Agent, any of the Lenders or any other banking or financial institution from which whom any of the Lender Lenders borrows funds or obtains creditcredit (a "Funding Bank"), or (ii) the Lender Agent, a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Lender Agent, a Funding Bank or any of the Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender Agent, a Funding Bank or any of the Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or any applicable Funding Bank's or Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and any of the foregoing events described in clauses (i), (ii) and or (iii) increases the cost to the Lender Agent, the Issuing Bank or any of the Lenders of (A) funding or maintaining the LoansTotal Commitments or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent, the Issuing Bank or any Lender, then the Borrowers shall, Borrower shall upon demanddemand by the Agent, pay to the Agent, for the account of each applicable Lender or, as applicable, the Issuing Bank or a Funding Bank, additional amounts sufficient to indemnify the Lender Lenders against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Agent, or the applicable Lender, Issuing Bank or Funding Bank, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, after the Closing Date, (i) any change in or in the interpretation of any law or regulation is introduced including, without limitation, with respect to reserve requirements, applicable to the any Lender or any other banking or financial institution from which the any Lender borrows funds or obtains credit, (ii) the any Lender complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the any Lender determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the any Lender complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the such Lender's ’s capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the such Lender's ’s policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and any of the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the such Lender of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the such Lender, then the Borrowers Borrower shall, upon demanddemand by the Agent, pay to the Agent for the benefit of such Lender additional amounts sufficient to indemnify the such Lender against such increase in cost or reduction in amount receivable. Each Lender agrees that, if it becomes aware of the occurrence of any such event or condition that would cause it to incur any material increased cost to fund or maintain the Loans or that would reduce the amount receivable in respect thereof in any material respect, it will notify the Agent (and the Agent will notify the Borrower) as promptly as practicable of such event or condition and will use its reasonable efforts to make, fund or maintain the affected Loans of such Lender in a manner such that the additional amounts which would otherwise be required to be paid hereunder would be materially reduced, in each case so long as, in such Lender’s reasonable discretion, the making, funding or maintaining of such Loans in such other manner would not otherwise materially adversely affect such Loans or such Lender. If the Borrower shall receive notice from the Agent that amounts are due to a Lender hereunder, the Borrower may, upon at least five Business Days’ prior written notice to such Lender and the Agent, but not more than sixty days after receipt of notice from the Agent, identify to the Agent an Eligible Assignee acceptable to the Borrower and the Agent, which will purchase from such Lender the Commitment, the amount of outstanding Loans, and the Note held by such Lender and such Lender shall thereupon assign its Commitment, any Loans owing to such Lender, and the Note held by such Lender to such Eligible Assignee in accordance with Section 2.9.

Indemnification in Certain Events. If, (a) If after the Closing Date, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender Agent, the Issuing Bank or any other of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender ("Funding Affiliate")), or financial institution from which the Lender borrows funds or obtains credit, (ii) the Agent, the Issuing Bank, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iii) the Agent, the Issuing Bank, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Agent, the Issuing Bank, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the Lenderany of such Person's (or any Funding Affiliate's) capital as a consequence of its obligations hereunder to a level below that which the Lender such Person could have achieved but for such adoption, change or compliance (taking into consideration the Lendersuch Person's (or any Funding Affiliate's) policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender such Person to be material, and any of the foregoing events described in clauses (i), (ii) and or (iii) increases the cost or reduces the rate of return to the Lender Agent, the Issuing Bank or any of the Lenders of (A) (I) with respect to an event described in clauses (i) and (ii), making or maintaining its Eurodollar Rate Loans, and (II) with respect to an event described in clause (iii), funding or maintaining the Loansits Commitment or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by the Agent, the Issuing Bank or any Lender, then the Borrowers shall, upon demandBorrower shall within 15 days after demand by the Agent, pay to the Payments Administrator, for the account of each applicable Lender or the Issuing Bank, as the case may be, additional amounts sufficient to indemnify the Lender Agent, the Lenders or the Issuing Bank against such increase in cost or reduction in amount receivablereceivable allocable to the Agent's, such Lenders' or the Issuing Bank's, as the case may be, funding or maintaining its Commitment or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation therein. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the Agent, or the applicable Lender or the Issuing Bank, as the case may be, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, If after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to the Lender Wachovia or any other banking or financial institution from which the whom any Lender borrows funds or obtains creditcredit (a "Funding Bank") or any Lender, or (iib) the a Funding Bank or any Lender complies with any future guideline or request from any central bank or other Governmental Authority Authority, or (iiic) the a Funding Bank or any Lender determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, then such Funding Bank or the any Lender complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the any Lender's capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the a Funding Bank's or such Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender such Person to be material, and the result of any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases is or results in an increase in the cost to the any Lender of funding or maintaining the Committed Amount, the Loans, or reduces the amount receivable in respect thereof by the LenderLetters of Credit, then the Borrowers shall, shall from time to time upon demanddemand by Agent, pay to the Lender Agent additional amounts sufficient to indemnify the such Lender or Lenders against such increase in increased cost. A certificate as to the amount of such increased cost or reduction in amount receivableshall be submitted to Borrowers by Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If, If after the Closing Date, either (iA) any change in or in the interpretation of any law or regulation is introduced includingintroduced, without limitation, including with respect to reserve requirements, applicable to the Lender BTCo, Deutsche Bank or any other banking or financial institution from which whom any of the Lender Lenders borrows funds or obtains creditcredit (a "FUNDING BANK"), Agent or any of the Lenders, or (iiB) Agent, a Funding Bank or any of the Lender Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiiC) Agent, a Funding Bank or any of the Lender Lenders determines that the adoption after the Closing Date of any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date therein, 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 has or would have the effect described below, or Agent, a Funding Bank or any of the Lender Lenders complies with any request or directive issued after the Closing Date regarding capital adequacy (whether or of not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause CLAUSE (iiiC), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder or in respect of any participation interests in Letters of Credit to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Agent's or such Funding Bank's or Lender's policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and or any of the foregoing events described in clauses CLAUSES (iA), (iiB) and OR (iiiC) increases the cost to Agent, or any of the Lender Lenders of (I) funding or maintaining the LoansLine of Credit; or (II) acquiring or maintaining any participation interest in any Letter of Credit, or reduces the amount receivable in respect thereof thereof, or in respect of such Letter of Credit, by Agent, the Issuing Lender of such Letter of Credit or any Lender, then the Borrowers shall, Borrower shall upon demanddemand by Agent, pay to Agent, for the account of each applicable Lender or, as applicable, an Issuing Lender or a Funding Bank, additional amounts sufficient to indemnify the Lender such Person against such increase in cost or reduction in amount receivable. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall, if requested by Borrower, be submitted to Borrower by the Person making such claim, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, If after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to any of the Lender Lenders, or (b) any other banking or financial institution from which of the Lender borrows funds or obtains credit, (ii) the Lender Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) any of the Lender Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or any of the Lender Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders’ capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the Lender's Lenders’ policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and the result of any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases is or results in an increase in the cost to any of the Lender Lenders of funding or maintaining the LoansRevolving Credit Committed Amount, the Revolving Loans or reduces the amount receivable in respect thereof by the LenderLetters of Credit, then the Borrowers shall, Borrower shall from time to time upon demanddemand by the Agent, pay to the Lender Agent additional amounts sufficient to indemnify the Lender Lenders against such increase in increased cost. A certificate as to the amount of such increased cost or reduction in amount receivableshall be submitted to the Borrower by the Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If, If after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirementsrequirements (excluding the Eurodollar Reserve Percentage), applicable to the Lender FUCC or any other banking or financial institution from which whom any of the Lender borrows Lenders borrow funds or obtains creditobtain credit (a "Funding Bank") or any of the Lenders, or (iib) a Funding Bank or any of the Lender Lenders complies with any future guideline or request from any central bank or other Governmental Authority governmental authority or (iiic) a Funding Bank or any of the Lender Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have the effect described below, or a Funding Bank or any of the Lender Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the LenderFunding Bank's or Lenders' policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and the result of any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases is or results in an increase in the cost to any of the Lender Lenders of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the LenderLine of Credit, then the Borrowers shall, shall from time to time upon demanddemand by the Agent, pay to the Lender Agent additional amounts sufficient to indemnify the Lender Lenders against such increase in increased cost. Notwithstanding the foregoing, if any Lender fails to notify the Borrowers of any event that will entitle such Lender to compensation under this Section 4.7 within 90 days after such Lender becomes aware of such event, then such Lender shall not be entitled to any compensation from the Borrowers for any such amounts arising prior to the date that is 90 days before the date on which such Lender notifies the Borrowers of such event. A certificate as to the amount of such increased cost or reduction in amount receivableshall be submitted to the Borrowers by the Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If, (a) If after the Closing Effective Date, either (i) any change in or in the interpretation of any law or regulation is introduced introduced, including, without limitation, with respect to reserve requirements, applicable to any Agent, the Issuing Lender or any other of the Lenders (or, in the case of a Lender which is not a banking institution, any Affiliate of such Lender funding such Lender (any such Affiliate, a “Funding Affiliate”)), or financial institution from which the Lender borrows funds or obtains credit, (ii) any Agent, the Issuing Lender, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future guideline or request from any central bank or other Governmental Authority or (iii) any Agent, the Issuing Lender, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) reasonably determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or any Agent, the Issuing Lender, or any of the Lenders (or, in the case of a Lender which is not a banking institution, any Funding Affiliate) complies with any future request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the Lender's any of such Person’s (or any Funding Affiliate’s) capital as a consequence of its obligations hereunder to a level below that which the Lender such Person could have achieved but for such adoption, change or compliance (taking into consideration the Lender's such Person’s (or any Funding Affiliate’s) policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender such Person to be material, and any of the foregoing events described in clauses (i), (ii) and or (iii) increases the cost or reduces the rate of return to any Agent, the Lender Issuing Lender, or any of the Lenders of (A) (i) with respect to an event described in clauses (i) and (ii), making or maintaining its Eurodollar Rate Loans, and (ii) with respect to an event described in clause (iii), funding or maintaining the Loansits Commitment or Loans or (B) issuing, making or maintaining any Letter of Credit or of purchasing or maintaining any participation therein, or reduces the amount receivable in respect thereof by any Agent, the Issuing Lender or any Lender, then the Borrowers shall, upon demandBorrower shall within 15 days after demand by the Administrative Agent, pay to the Administrative Agent, for the account of each applicable Agent or Lender or the Issuing Lender, as the case may be, additional amounts sufficient to indemnify the applicable Agent, the Lenders or the Issuing Lender against such increase in cost or reduction in amount receivablereceivable allocable to such Agent’s, such Lenders’ or the Issuing Lender’s, as the case may be, funding or maintaining its Commitment or Loans or issuing, making or maintaining any Letter of Credit or purchasing or maintaining any participation therein. A certificate as to the amount of such increased cost and setting forth in reasonable detail the calculation thereof shall be submitted to the Borrower by the applicable Agent or the applicable Lender or the Issuing Lender, as the case may be, and shall be conclusive absent manifest error.

Indemnification in Certain Events. If, after the Original Closing Date, (i) any change in or in the interpretation of any law or regulation is introduced including, without limitation, with respect to reserve requirements, applicable to the Lender Parties or any other banking or financial institution from which the Lender borrows Parties borrow funds or obtains credit, (ii) the Lender complies Parties comply with any future guideline or request from any central bank or other Governmental Authority or (iii) the Lender determines Parties determine that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender complies Parties comply with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the Lender's Lender Parties’ capital as a consequence of its obligations hereunder to a level below that which the Lender Parties could have achieved but for such adoption, change or compliance (taking into consideration the Lender's Lender Parties’ policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender Administrative Agent to be material, and any of the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the Lender Parties of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the LenderLender Parties, then the Borrowers Borrower shall, upon demand, pay to the Lender Parties additional amounts sufficient to indemnify the Lender Parties against such increase in cost or reduction in amount receivable. Notwithstanding anything herein to the contrary, for all purposes under this Agreement, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case pursuant to Basel III, shall, in either case, be deemed to have gone into effect after the Original Closing Date, regardless of the date enacted, adopted or issued.

Indemnification in Certain Events. If, after the Closing Date, either (ia) any change in or in the interpretation of any law or regulation is introduced includingintroduced, without limitation, including with respect to reserve requirements, applicable to the Lender Bank of America or any other banking or financial institution from which whom any of the Lender borrows Lenders borrow funds or obtains creditobtain credit (a "Funding Bank") or any of the Lenders, or (iib) a Funding Bank or any of the Lender Lenders complies with any future guideline or request from any central bank or other Governmental Authority or (iiic) a Funding Bank or any of the Lender Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or a Funding Bank or any of the Lender Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iiic), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on any of the Lender's Lenders' capital as a consequence of its obligations hereunder to a level below that which the such Lender could have achieved but for such adoption, change or compliance (taking into consideration the LenderFunding Bank's or Lenders' policies as the case may be with respect to capital adequacy) by an amount deemed by the such Lender to be material, and the result of any of the foregoing events described in clauses (ia), (iib) and or (iiic) increases is or results in an increase in the cost to any of the Lender Lenders of funding or maintaining the LoansRevolving Credit Committed Amount, the Revolving Loans or reduces the amount receivable in respect thereof Letters of Credit, then, the Borrowers shall from time to time upon demand by the Lender, then the Borrowers shall, upon demandAdministrative Agent, pay to the Lender Administrative Agent additional amounts sufficient to indemnify the Lender Lenders against such increase increased cost (without duplication, however, of any costs included in the definition of "LIBO Rate"). A certificate as to the amount of such increased cost or reduction in amount receivableshall be submitted to the Parent by the Administrative Agent and shall be conclusive and binding absent manifest error.

Indemnification in Certain Events. If, after the Closing Date, (i) any change in or in the interpretation of any law or regulation is introduced including, without ​ limitation, with respect to reserve requirements, applicable to the Lender Parties or any other banking or financial institution from which the Lender borrows Parties borrow funds or obtains credit, (ii) the Lender complies Parties comply with any future guideline or request from any central bank or other Governmental Authority or (iii) the Lender determines Parties determine that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, 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 has or would have the effect described below, or the Lender complies Parties comply with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, and in the case of any event set forth in this clause (iii), such adoption, change or compliance has or would have the direct or indirect effect of reducing the rate of return on the Lender's Lender Parties’ capital as a consequence of its obligations hereunder to a level below that which the Lender Parties could have achieved but for such adoption, change or compliance (taking into consideration the Lender's Lender Parties’ policies as the case may be with respect to capital adequacy) by an amount deemed by the Lender Administrative Agent to be material, and any of the foregoing events described in clauses (i), (ii) and (iii) increases the cost to the Lender Parties of funding or maintaining the Loans, or reduces the amount receivable in respect thereof by the LenderLender Parties, then the Borrowers Borrower shall, upon demand, pay to the Lender Parties additional amounts sufficient to indemnify the Lender Parties against such increase in cost or reduction in amount receivable.. Notwithstanding anything herein to the contrary, for all purposes under this Agreement, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case pursuant to Basel III, shall, in either case, be deemed to have gone into effect after the Closing Date, regardless of the date enacted, adopted or issued. ​